Common use of Payment Procedure Clause in Contracts

Payment Procedure. (a) Each Holder hereby directs the 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 Servicing Agreement, to deposit all payments received with respect to and allocable to each Note to the Collection Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require the Servicer to deposit such 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 Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer. (b) If 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 Mezzanine Borrower or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts that the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to the Mezzanine Borrower or such other person or entity with respect thereto pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (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 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this Agreement. The Servicer shall have the right to offset such amounts against any future payments due to the applicable Holder under the Mezzanine Loan if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 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. Promptly after the Effective Time, Purchaser will cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced outstanding Shares (aother than Shares to be canceled pursuant to Section 2.7(b) Each Holder hereby directs and any Dissenting Shares) ("Certificates"), (i) a notice of the Servicereffectiveness of the Merger and (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent) and instructions to effect the surrender of the Certificates in exchange for the Merger Consideration, in each case customary for transactions such as the Merger. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. Payment of the Merger Consideration to such a holder in accordance with this Section 2.8 shall be made, at the priorities set forth election of such holder, by wire transfer to an account with a U.S. financial institution designated with appropriate wire instructions in Section 3 (but subject to Section 3(b) hereof), and subject writing by such holder to the terms Paying Agent. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Servicing AgreementCompany, to deposit all payments received with respect to and allocable to each Note the Merger Consideration may be paid or issued to the Collection Account established transferee if the Certificate representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange therefor, upon receipt of an affidavit of that fact by the holder thereof and such bond, security or indemnity as may be reasonably required, the Merger Consideration that such holder has the right to receive pursuant to the Servicing Agreementprovisions of this Article II. Any successor Servicing Agreement shall require the Servicer to deposit such amounts in the Collection Account upon receiptUntil surrendered as contemplated by this Section 2.8, unless otherwise unanimously agreed to in writing by each of the Holders. Any amounts payable hereunder to a Holder Certificate shall be paid by the Servicer by wire transfer directly to the applicable Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer. (b) If 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 Mezzanine Borrower or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts that the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to the Mezzanine Borrower or such other person or entity with respect thereto pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (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 Holder agrees that if deemed at any time it shall receive from any sources whatsoever any payment on account of after the Mezzanine Loan in excess of its distributable share thereof, it will promptly after notice remit such excess Effective Time to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this Agreement. The Servicer shall have evidence only the right to offset receive upon such amounts against any future payments due surrender the Merger Consideration applicable to the applicable Holder under the Mezzanine Loan if the Holder does not return Shares evidenced by such excess to the Servicer; provided, that each such Holder’s obligations under this Section 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 obligationsCertificate.

Payment Procedure. (a) Each Holder hereby directs the Servicer, in accordance with the priorities set forth in Section 3 As promptly as reasonably practicable (but subject in no event later than two (2) Business Days) after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that, immediately prior to the Effective Time, represented outstanding shares of the Company Common Stock (the “Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3(b3.08(c) hereof)(i) a letter of transmittal (which shall specify that delivery shall be effected, and subject risk of loss and title to the terms Certificates shall pass, only upon proper delivery of the Servicing Agreement, to deposit all payments received with respect to and allocable to each Note Certificates to the Collection Account established pursuant Paying Agent, and shall be in such form and have such other provisions as are customary and reasonably acceptable to the Servicing Agreement. Any successor Servicing Agreement shall require Company and Parent) and (ii) instructions for effecting the Servicer to deposit such amounts in the Collection Account upon receipt, unless otherwise unanimously agreed to in writing by each surrender of the HoldersCertificates in exchange for the Merger Consideration. Any amounts payable hereunder to Upon surrender of a Holder shall be paid by the Servicer by wire transfer directly Certificate to the applicable Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer. (b) If 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 Mezzanine Borrower or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts that the Servicer shall have theretofore distributed to such HolderPaying Agent for cancelation, together with interest thereon at such rateletter of transmittal, if anyduly executed and in proper form, and such other documents as may reasonably be required by the Servicer Paying Agent, the holder of such Certificate shall be entitled to receive, in exchange therefor, the Merger Consideration into which the shares of the Company Common Stock theretofore represented by such Certificate shall have been required to pay to the Mezzanine Borrower or such other person or entity with respect thereto converted pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do soSection 3.08(c), and the Servicer does Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock that is not receive registered in the corresponding transfer records of the Company, payment within five (5) Business Days may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of its the payment to a Person other than the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment registered holder of such Certificate or establish to the Servicer (together with interest on satisfaction of Parent that payment such Tax has been paid at the Prime Rate for or is not applicable. Until surrendered as contemplated by this Section 3.09, each day from the making of that payment to the Holder until it is returned to the Servicer). Each Holder agrees that if Certificate shall be deemed at any time it shall receive from any sources whatsoever any payment on account of after the Mezzanine Loan in excess of its distributable share thereof, it will promptly after notice remit such excess Effective Time to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this Agreement. The Servicer shall have represent only the right to offset receive upon such amounts against any future payments due surrender, the Merger Consideration (without interest) into which the shares of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.08(c). No interest shall be paid or accrue on the applicable Holder under the Mezzanine Loan if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 7 are separate and distinct obligations from one another and in no event shall Servicer enforce the obligations cash payable upon surrender of any Holder against any other Holder. Each Holder’s obligations under this Section 7 constitute absolute, unconditional and continuing obligationsCertificate.

Payment Procedure. (a) Each The Note A-1-A Holder hereby directs (or the ServicerMaster Servicer on its behalf), in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof)or 4, as applicable, and subject to the terms of the Servicing Agreement, will deposit or cause to deposit be deposited all payments received with respect to and allocable to each Note the Notes to the Collection Account or Companion Distribution Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement The Note A-1-A Holder (or the Lead Master Servicer on its behalf) shall require establish a segregated sub-account for amounts due to each Noteholder. The Note A-1-A Holder (or the Lead Master Servicer acting on its behalf) shall deposit such amounts to the applicable account within one (1) Business Day following the Note A-1-A Holder’s (or the Lead Master Servicer’s acting on its behalf) receipt of properly identified and available funds from or on behalf of the Mortgage Loan Borrower; provided, however, that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to deposit such 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 into the applicable Holder from the Collection Account account within one (1) Business Day of receipt thereof by but, in any event, the Master Servicer shall deposit such 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 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 Note A-1-A Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time, 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 Mezzanine Mortgage Loan Borrower or paid to such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Note A-1-A Holder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with Noteholder and such court order, each applicable Holder Noteholder will promptly on written demand by the Note A-1-A Holder (or the Servicer on its behalf) repay to the Note A-1-A Holder (or the Servicer on its behalf) any portion of any such amounts thereof that the Note A-1-A Holder (or the Servicer on its behalf) shall have theretofore distributed to such HolderNoteholder, together with interest thereon at such rate, if any, as the Servicer Note A-1-A Holder shall have been required to pay to the Mezzanine Borrower Mortgage Loan Borrower, the Master Servicer, Special Servicer, any other Noteholder or such other person or entity Person with respect thereto pursuant to the terms hereof. thereto. (c) If, for any reason, the Note A-1-A Holder (or the Servicer on its behalf) makes any payment to any Holder other Noteholder before the Note A-1-A Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Note A-1-A Holder (or the Servicer on its behalf) is under no obligation to do so), and the Note A-1-A Holder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to the applicable Holdersuch other Noteholder, the applicable Holder then such other Noteholder will, at the Note A-1-A Holder’s (or the Servicer’s on its behalf) request, promptly and, in any event, within five (5) Business Days return that payment to the Note A-1-A Holder (or the Servicer on its behalf). (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). d) Each Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Mortgage Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Note A-1-A Holder (or the Servicer for application in accordance with on its behalf) subject to this Agreement and the Mezzanine Loan Documents and/or Servicing Agreement and to be distributed pursuant to the terms of this Agreement. The Note A-1-A Holder (or the Servicer on its behalf) shall have the right to offset such any amounts due hereunder from any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to the applicable Holder such other Noteholder, as applicable, under the Mezzanine Loan if the Holder does not return such excess to the Servicer; Mortgage Loan, provided, that each such HolderNoteholder’s obligations under this Section 7 8 are separate and distinct obligations from one another and in no event shall the Note A-1-A Holder (or the Servicer on its behalf) enforce the obligations of any Holder one Noteholder against any other Holderanother Noteholder. Each HolderNoteholder’s obligations under this Section 7 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) Each The Note A-1 Holder hereby directs (or the ServicerMaster Servicer on its behalf), in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof)or 4, as applicable, and subject to the terms of the Servicing Agreement, will deposit or cause to deposit be deposited all payments received with respect to and allocable to each Note the Notes to the Collection Account or Companion Distribution Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement The Note A-1 Holder (or the Lead Master Servicer on its behalf) shall require establish a segregated sub-account for amounts due to each Noteholder. The Note A-1 Holder (or the Lead Master Servicer acting on its behalf) shall deposit such amounts to the applicable account within one (1) Business Day following the Note A-1 Holder’s (or the Lead Master Servicer’s acting on its behalf) receipt of properly identified and available funds from or on behalf of the Mortgage Loan Borrower; provided, however, that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to deposit such 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 into the applicable Holder from the Collection Account account within one (1) Business Day of receipt thereof by but, in any event, the Master Servicer shall deposit such 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 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 Note A-1 Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time, 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 Mezzanine Mortgage Loan Borrower or paid to such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Note A-1 Holder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with Noteholder and such court order, each applicable Holder Noteholder will promptly on written demand by the Note A-1 Holder (or the Servicer on its behalf) repay to the Note A-1 Holder (or the Servicer on its behalf) any portion of any such amounts thereof that the Note A-1 Holder (or the Servicer on its behalf) shall have theretofore distributed to such HolderNoteholder, together with interest thereon at such rate, if any, as the Servicer Note A-1 Holder shall have been required to pay to the Mezzanine Borrower Mortgage Loan Borrower, the Master Servicer, Special Servicer, any other Noteholder or such other person or entity Person with respect thereto pursuant to the terms hereof. thereto. (c) If, for any reason, the Note A-1 Holder (or the Servicer on its behalf) makes any payment to any Holder other Noteholder before the Note A-1 Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Note A-1 Holder (or the Servicer on its behalf) is under no obligation to do so), and the Note A-1 Holder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to the applicable Holdersuch other Noteholder, the applicable Holder then such other Noteholder will, at the Note A-1 Holder’s (or the Servicer’s on its behalf) request, promptly and, in any event, within five (5) Business Days return that payment to the Note A-1 Holder (or the Servicer on its behalf). (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). d) Each Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Mortgage Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Note A-1 Holder (or the Servicer for application in accordance with on its behalf) subject to this Agreement and the Mezzanine Loan Documents and/or Servicing Agreement and to be distributed pursuant to the terms of this Agreement. The Note A-1 Holder (or the Servicer on its behalf) shall have the right to offset such any amounts due hereunder from any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to the applicable Holder such other Noteholder, as applicable, under the Mezzanine Loan if the Holder does not return such excess to the Servicer; Mortgage Loan, provided, that each such HolderNoteholder’s obligations under this Section 7 8 are separate and distinct obligations from one another and in no event shall the Note A-1 Holder (or the Servicer on its behalf) enforce the obligations of any Holder one Noteholder against any other Holderanother Noteholder. Each HolderNoteholder’s obligations under this Section 7 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) Each Holder hereby directs The Lead Noteholder (or the ServicerMaster Servicer on its behalf), in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof)or 4, as applicable, and subject to the terms of the Servicing Agreement, will deposit or cause to deposit be deposited all payments received with respect to and allocable to each Note the Notes to the Collection Account or Serviced Whole Loan Collection Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement The Lead Noteholder (or the Master Servicer on its behalf) shall require establish a segregated sub-account for amounts due to each Noteholder. The Lead Noteholder (or the Master Servicer acting on its behalf) shall deposit such amounts to the applicable account within one (1) Business Day following the Lead Noteholder’s (or the Master Servicer’s) receipt of properly identified and available funds from or on behalf of the Mortgage Loan Borrower; provided, however, that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to deposit such 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 into the applicable Holder from the Collection Account account within one (1) Business Day of receipt thereof by but, in any event, the Master Servicer shall deposit such 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 Collection Account and Serviced Whole Loan Collection Account, as applicable, on the same Business Day that such properly identified funds become available to the Master Servicer. (b) If the Lead Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time, 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 Mezzanine Mortgage Loan Borrower or paid to such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Lead Noteholder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with Noteholder and such court order, each applicable Holder Noteholder will promptly on written demand by the Lead Noteholder (or the Servicer on its behalf) repay to the Lead Noteholder (or the Servicer on its behalf) any portion of any such amounts thereof that the Lead Noteholder (or the Servicer on its behalf) shall have theretofore distributed to such HolderNoteholder, together with interest thereon at such rate, if any, as the Servicer Lead Noteholder shall have been required to pay to the Mezzanine Borrower Mortgage Loan Borrower, the Master Servicer, Special Servicer, any other Noteholder or such other person or entity Person with respect thereto pursuant to the terms hereof. thereto. (c) If, for any reason, the Lead Noteholder (or the Servicer on its behalf) makes any payment to any Holder other Noteholder before the Lead Noteholder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Lead Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to the applicable Holdersuch other Noteholder, the applicable Holder then such other Noteholder will, at the Lead Noteholder’s (or the Servicer’s on its behalf) request, promptly and, in any event, within five (5) Business Days return that payment to the Lead Noteholder (or the Servicer on its behalf). (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). d) Each Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Mortgage Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Lead Noteholder (or the Servicer for application in accordance with on its behalf) subject to this Agreement and the Mezzanine Loan Documents and/or Servicing Agreement and to be distributed pursuant to the terms of this Agreement. The Lead Noteholder (or the Servicer on its behalf) shall have the right to offset such any amounts due hereunder from any other Noteholder, as applicable, with respect to the Mortgage Loan against any future payments due to the applicable Holder such other Noteholder, as applicable, under the Mezzanine Loan if the Holder does not return such excess to the Servicer; Mortgage Loan, provided, that each such HolderNoteholder’s obligations under this Section 7 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 any Holder one Noteholder against any other Holderanother Noteholder. Each HolderNoteholder’s obligations under this Section 7 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) Each Holder hereby directs the The Servicer, in accordance with the priorities set forth in Section 3 or 4, as applicable will deposit or cause to be deposited (but subject to Section 3(bi) hereof), and subject all amounts allocable to the terms of the Servicing Agreement, to deposit all payments received with respect to and allocable to each Note Senior Participation to the Collection Account established pursuant for the Senior Participation, and (ii) all amounts allocable to the Servicing AgreementJunior Participation to the Collection Account for the Junior Participation. Any successor Servicing Agreement The Servicer shall require the Servicer to deposit such amounts in to the Collection Account upon receipt, unless otherwise unanimously agreed to in writing by each of applicable account no later than the Holders. Any amounts payable hereunder to a Holder shall be paid Business Day next following the date such payment was received by the Servicer by wire transfer directly to from or on behalf of the applicable Holder from the Collection Account within one (1) Business Day of receipt thereof by ServicerMortgage Loan Borrower. (b) If the Servicer determines, or a court of competent jurisdiction orders, at any time, time that any amount received or collected in respect of any Note the Senior Participation or the Junior Participation must, pursuant to any insolvency, insolvency bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mezzanine Mortgage Loan Borrower or paid to the Senior Participant, the Junior Participant or the Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court)Junior Participant or the Senior Participant, andas applicable, to and the extent necessary to comply with such court order, each applicable Holder Junior Participant will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts thereof that the Servicer shall have theretofore distributed to such Holder, the Junior Participant together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to any Mortgage Loan Borrower, the Mezzanine Borrower Senior Participant, the Servicer or such other person or entity Person with respect thereto pursuant to the terms hereof. all in accordance with such applicable law. (c) If, for any reason, the Servicer makes any payment to any Holder the Junior Participant before the Servicer Senior Participant has received the corresponding payment (it being understood that the Servicer is under no obligation to do so)payment, and the Servicer does is not receive returned the corresponding payment within five (5) Business Days of its payment to the applicable HolderJunior Participant, the applicable Holder Junior Participant will, at the Servicer’s requestrequest of the Senior Participant, promptly and, in any event, within five (5) Business Days return that payment to the Servicer Senior Participant. (together with interest on that payment paid at d) The Senior Participant and the Prime Rate for Junior Participant each day from the making of that payment to the Holder until it is returned to the Servicer). Each Holder agrees agree that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Mortgage Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with Senior Participant or the Mezzanine Loan Documents and/or pursuant Junior Participant, as applicable, subject to this Agreement. The Servicer Senior Participant shall have the right to offset such any amounts due hereunder to the Senior Participant from the Junior Participant with respect to the Mortgage Loan against any future payments due to the applicable Holder Junior Participant under the Mezzanine Loan if Mortgage Loan; provided that the Holder does not return such excess to obligations of the Servicer; provided, that each such Holder’s obligations Senior Participant and the Junior Participant under this Section 7 6 are separate and distinct obligations from one another and in no event shall Servicer the Senior Participant enforce the obligations of any Holder the Senior Participant against any other Holderthe Junior Participant or the obligations of the Junior Participant against the Senior Participant. Each Holder’s The obligations of the Senior Participant and the Junior Participant under this Section 7 6 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) Each Holder hereby directs the 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 Servicing Agreement, to deposit all payments received with respect to and allocable to each Note to the Collection Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require the Servicer to deposit such 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 Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer. (b) If a court of competent jurisdiction orders, at any time, time that any amount received or collected in respect of any Note the Loan must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mezzanine Borrower or paid to any Holder or any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court)Holder, and, to the extent necessary to comply with such court order, each applicable Holder will and all Holders shall promptly on written demand by the Servicer repay to the Servicer any the portion of any such amounts that the Servicer thereof which shall have been theretofore distributed to such the related Holder, together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to the Mezzanine Borrower Borrower, the Holders, or such other person or entity Person with respect thereto pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (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)thereto. Each Holder agrees that if at any time it shall receive from any sources source whatsoever (other than as a distribution from the Servicer to which it is entitled hereunder) any payment on account of the Mezzanine Loan in excess of its distributable share thereofamounts due such Holder hereunder, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this AgreementServicer. The Servicer shall have the right to offset such any amounts due hereunder from any Holder with respect to the Loan against any future payments due to such Holder from the applicable Holder under the Mezzanine Loan if the Holder does not return such excess to the ServicerLoan; provided, that the obligations of each such Holder’s obligations Holder under this Section 7 3 are separate and distinct obligations from one another and in no event shall Servicer enforce the another. The obligations of any each Holder against any other Holder. Each Holder’s obligations under this Section 7 3 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) Each The Note A Holder hereby directs (or the ServicerServicer on its behalf), in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof)or 4, as applicable, and subject to the terms of the Servicing Agreement, will deposit or cause to deposit be deposited all payments received with respect to and allocable to each Note the Notes to the Collection Account or Whole Loan Custodial Account for the Notes established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require The Note A Holder (or the Servicer on its behalf) shall establish a segregated sub-account for amounts due to the each Noteholder. The Note A Holder (or the Servicer acting on its behalf) shall deposit such 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 Holder from the Collection Account account within one two (12) Business Day Days following the Note A Holder’s (or the Servicer’s acting on its behalf) receipt of receipt thereof by Servicerproperly identified and available funds from or on behalf of the Mortgage Loan Borrower. (b) If the Note A Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time, 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 Mezzanine Mortgage Loan Borrower or paid to such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, a Note A Holder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with Noteholder and such court order, each applicable Holder Noteholder will promptly on written demand by the Note A Holder (or the Servicer on its behalf) repay to the Note A Holder (or the Servicer on its behalf) any portion of any such amounts thereof that the Note A Holder (or the Servicer on its behalf) shall have theretofore distributed to such HolderNoteholder, together with interest thereon at such rate, if any, as the Servicer Note A Holder shall have been required to pay to any Mortgage Loan Borrower, the Mezzanine Borrower Master Servicer, Special Servicer, any other Noteholder or such other person or entity Person with respect thereto pursuant to the terms hereof. thereto. (c) If, for any reason, the Note A Holder (or the Servicer on its behalf) makes any payment to any the Note B Holder before the Note A Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Note A Holder (or the Servicer on its behalf) is under no obligation to do so), and the Note A Holder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to the applicable Note B Holder, the applicable such Note B Holder will, at the Note A Holder’s (or the Servicer’s on its behalf) request, promptly and, in any event, within five (5) Business Days return that payment to the Note A Holder (or the Servicer on its behalf). (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). d) Each Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Mortgage Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Note A Holder (or the Servicer for application in accordance with on its behalf) subject to this Agreement and the Mezzanine Loan Documents and/or Servicing Agreement and to be distributed pursuant to the terms of this Agreement. The Note A Holder (or the Servicer on its behalf) shall have the right to offset such any amounts due hereunder from the Note B Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the applicable Holder Note B Holder, as applicable, under the Mezzanine Loan if the Holder does not return such excess to the Servicer; Mortgage Loan, provided, that each such HolderNoteholder’s obligations under this Section 7 8 are separate and distinct obligations from one another and in no event shall the Note A Holder (or the Servicer on its behalf) enforce the obligations of any Holder one Noteholder against any other Holderanother Noteholder. Each HolderNoteholder’s obligations under this Section 7 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) Each The Lead Securitization Note Holder hereby directs (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf), 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 deposit or cause to deposit be deposited all payments received with respect allocable to the Notes to the “Collection Account” and/or “Serviced Companion Loan Custodial Account” (or the related analogous term and each as defined in the Lead Securitization Servicing Agreement) pursuant to and allocable to each Note to in accordance with the Collection Account established pursuant to the Lead Securitization Servicing Agreement. Any successor Servicing Agreement The Lead Securitization Note Holder (or the Master Servicer, the Special Servicer or the Trustee acting on its behalf) shall require the Servicer to deposit such 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 Holder from the Collection Account account within one (1) Business Day of receipt thereof of properly identified funds by Servicerthe 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 payment into the applicable account within one (1) Business Day of receipt of such payment, 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 payment). (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, 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 Mezzanine 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 (unless otherwise so directed by such court), and, to the extent necessary to comply with such court order, and each applicable Non-Lead Securitization Note Holder will shall promptly on written demand by the Servicer Lead Securitization Note Holder repay to the Servicer any portion of any such amounts that Lead Securitization Note Holder (or the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to the Mezzanine Borrower or such other person or entity with respect thereto pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (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 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this Agreement. The Servicer shall have the right to offset such amounts against any future payments due to the applicable Holder under the Mezzanine Loan if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 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.acting on

Payment Procedure. (a) Each Holder hereby directs the 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 Servicing Agreement, to deposit all payments received with respect to and allocable to each Note to the Collection Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require the Servicer to deposit such 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 Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer. (b) If 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 Mezzanine Borrower or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts that the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to the Mezzanine Borrower or such other person or entity with respect thereto pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (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 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Mortgage Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Mortgage Loan Documents and/or pursuant to this Agreement. The Servicer shall have the right to offset such amounts against any future payments due to the applicable Holder under the Mezzanine Mortgage Loan if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 7 6 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 6 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) Each Holder hereby directs the ServicerUpon receipt of a Rights Certificate representing exercisable Rights, in accordance with the priorities set forth form of election to purchase and the certificate duly and properly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price per one-one hundredth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax or governmental charge in Section 3 (but cash, or by certified check or cashier's check payable to the order of the Company, the Rights Agent shall, subject to Section 3(b18(k) hereof), and subject to the terms thereupon promptly: (i) (A)requisition from any transfer agent of the Servicing Agreementshares of Preferred Stock (or make available, if the Rights Agent is the transfer agent) certificates for the total number of one-one hundredths of a share of Preferred Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit all payments received with respect to and allocable to each Note to the Collection Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require the Servicer to deposit such amounts in the Collection Account total number of shares of Preferred Stock issuable upon receipt, unless otherwise unanimously agreed to in writing by each exercise of the Holders. Any amounts payable Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one-one hundredths of a share of Preferred Stock as are to a Holder be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be paid deposited by the Servicer by wire transfer directly to agent with the applicable Holder from depositary agent) and the Collection Account within one (1) Business Day of receipt thereof by Servicer. (b) If 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 Company will direct the Mezzanine Borrower or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary depositary to comply with such court order, each applicable Holder will promptly on written demand by request; (ii) requisition from the Servicer repay to Company the Servicer any portion amount of any such amounts that the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such ratecash, if any, as the Servicer shall have been required to pay to the Mezzanine Borrower or such other person or entity with respect thereto pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days be paid in lieu of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (together with interest on that payment paid at the Prime Rate for each day from the making issuance of that payment to the Holder until it is returned to the Servicer). Each Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application fractional shares in accordance with Section 14; (iii) promptly after receipt of such certificates or depositary receipts, cause the Mezzanine Loan Documents same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; and (iv) after receipt thereof, promptly deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to this Agreement. The Servicer shall have Section 11(a) hereof, the right to offset Company will make all arrangements necessary so that such amounts against any future payments due to securities, cash and/or other property are available for distribution by the applicable Holder under the Mezzanine Loan Rights Agent, if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 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 obligationswhen appropriate.

Payment Procedure. (a) Each The Note A Holder hereby directs (or the ServicerServicer on its behalf), in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof)or 4, as applicable, and subject to the terms of the Servicing Agreement, will deposit or cause to deposit be deposited all payments received with respect to and allocable to each Note the Notes to the Collection Account or Whole Loan Custodial Account for the Notes established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require The Note A Holder (or the Servicer on its behalf) shall establish a segregated sub-account for amounts due to the each Noteholder. The Note A Holder (or the Servicer acting on its behalf) shall deposit such 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 Holder from the Collection Account account within one two (12) Business Day Days following the Note A Holder’s (or the Servicer’s acting on its behalf) receipt of receipt thereof by Servicerproperly identified and available funds from or on behalf of the Mortgage Loan Borrower. (b) If the Note A Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time, 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 Mezzanine Mortgage Loan Borrower or paid to such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, a Note A Holder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with Noteholder and such court order, each applicable Holder Noteholder will promptly on written demand by the Note A Holder (or the Servicer on its behalf) repay to the Note A Holder (or the Servicer on its behalf) any portion of any such amounts thereof that the Note A Holder (or the Servicer on its behalf) shall have theretofore distributed to such HolderNoteholder, together with interest thereon at such rate, if any, as the Servicer Note A Holder shall have been required to pay to any Mortgage Loan Borrower, the Mezzanine Borrower Master Servicer, Special Servicer, any other Noteholder or such other person or entity Person with respect thereto pursuant to the terms hereof. thereto. (c) If, for any reason, the Note A Holder (or the Servicer on its behalf) makes any payment to any Note B Holder before the Note A Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Note A Holder (or the Servicer on its behalf) is under no obligation to do so), and the Note A Holder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to the applicable such Note B Holder, the applicable such Note B Holder will, at the Note A Holder’s (or the Servicer’s on its behalf) request, promptly and, in any event, within five (5) Business Days return that payment to the Note A Holder (or the Servicer on its behalf). (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). d) Each Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Mortgage Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Note A Holder (or the Servicer for application in accordance with on its behalf) subject to this Agreement and the Mezzanine Loan Documents and/or Servicing Agreement and to be distributed pursuant to the terms of this Agreement. The Note A Holder (or the Servicer on its behalf) shall have the right to offset such any amounts due hereunder from any Note B Holder with respect to the Mortgage Loan against any future payments due to the applicable Holder such Noteholder under the Mezzanine Loan if the Holder does not return such excess to the Servicer; Mortgage Loan, provided, that each such HolderNoteholder’s obligations under this Section 7 8 are separate and distinct obligations from one another and in no event shall the Note A Holder (or the Servicer on its behalf) enforce the obligations of any Holder one Noteholder against any the other HolderNoteholders. Each HolderNoteholder’s obligations under this Section 7 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. Promptly after the Effective Time, the Surviving Corporation will mail to each holder of a certificate or certificates which immediately before the Effective Time evidenced outstanding shares of Common Stock or Preferred A Stock that appear, based on information available to the Company, may have been converted into the right to receive the Common Stock Merger Consideration or the Preferred A Stock Merger Consideration, as applicable (a) Each Holder hereby directs the Servicer, in accordance with the priorities set forth other than shares as to which rights of dissent have been perfected as provided in Section 3 2.04) (but subject to Section 3(b) hereof"Certificates"), a letter of transmittal (which shall contain the certification described in Section 2.02 and subject such other matters as the Surviving Corporation may determine and shall specify that delivery shall be effected, and risk of loss and title to the terms Certificates shall pass, only upon delivery of the Servicing Agreement, to deposit all payments received with respect to and allocable to each Note Certificates to the Collection Account established pursuant Surviving Corporation) and instructions to effect the Servicing Agreement. Any successor Servicing Agreement shall require the Servicer to deposit such amounts in the Collection Account upon receipt, unless otherwise unanimously agreed to in writing by each surrender of the Holders. Any amounts payable hereunder to a Holder shall be paid by Certificates in exchange for the Servicer by wire transfer directly to the applicable Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer. (b) If 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 Mezzanine Borrower or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts that the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such rateCommon Stock Merger Consideration, if any, or the Preferred A Stock Merger Consideration, as applicable, payable with respect to such Certificates. Upon surrender of a Certificate for cancellation to the Servicer Surviving Corporation, together with such letter of transmittal, duly completed and executed and containing the certification contemplated by Section 2.02, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall, subject to the provisions of Section 2.02, be entitled to receive in exchange therefor the Common Stock Merger Consideration or the Preferred A Stock Merger Consideration, as applicable, payable with respect to the shares formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled. If there is a transfer of ownership of shares of Common Stock or Preferred A Stock which is not registered in the share transfer records of the Company, the Common Stock Merger Consideration, if any, or Preferred A Stock Merger Consideration, as applicable, payable in respect thereof may be paid or issued to the transferee if the Certificate representing such shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been required to pay to the Mezzanine Borrower or such other person or entity with respect thereto pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (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 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this Agreement. The Servicer shall have the right to offset such amounts against any future payments due to the applicable Holder under the Mezzanine Loan if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 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 obligationspaid.

Payment Procedure. (a) Each The Note A Holder and Note B Holder each hereby directs the Servicer, in accordance with the priorities set forth in Section Sections 3 (but subject to Section 3(b) hereof)or 4, as applicable, and subject to the terms of the Servicing Agreement, to deposit into the accounts as set forth in the Servicing Agreement (a) all payments received with respect to and allocable to each Note A which shall be credited to the Collection Account account or sub-account established on behalf of the Note A Holder pursuant to the Servicing Agreement and (b) all payments received with respect to and allocable to Note B which shall be credited to the account or sub-account established on behalf of the Note B Holder pursuant to the Servicing Agreement. Any successor Servicing Agreement The Servicer shall require the Servicer to deposit such amounts as set forth in the Collection Account upon receipt, unless otherwise unanimously agreed Servicing Agreement and credit such amounts to in writing by each the accounts or sub-accounts established on behalf of the Holders. Any amounts payable hereunder to a Note A Holder shall be paid or the Note B Holder, as applicable, by the “Remittance Date” as defined in the Servicing Agreement. If any Servicer by wire transfer directly to the applicable Holder from the Collection Account within one (1) Business Day holding or having distributed any amount received or collected in respect of receipt thereof by Servicer. (b) If Note A or Note B determines, or a court of competent jurisdiction orders, at any time, time that any amount received or collected in respect of any Note A or Note B must, pursuant to any insolvency, insolvency bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mezzanine Borrower or paid to the Note A Holder, the Note B Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the no Servicer shall not be required to distribute any portion thereof to any the Note B Holder (unless otherwise so directed by such court)or the Note A Holder, andas applicable, to and the extent necessary to comply with such court orderNote B Holder or the Note A Holder, each applicable Holder as applicable, will promptly on written demand by the Servicer repay to such Servicer the Servicer any portion of any such amounts that the Servicer thereof which shall have been theretofore distributed to such the Note B Holder or the Note A Holder, as applicable, together with interest thereon at such rate, if any, as the such Servicer shall have been required to pay to the Mezzanine Borrower Borrower, the Note A Holder, the Note B Holder, Servicer, or such other person or entity with respect thereto and the Servicer will diligently seek to obtain the recovery of such amounts therefrom (including out of any subsequent collections on Note B or Note A, as applicable). If, in error or for any other reason (other than an Advance required to be made pursuant to the terms hereof. If, for any reasonof the Servicing Agreement), the Servicer makes any payment to any the Note A Holder or the Note B Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable HolderNote A Holder or the Note B Holder (as the case may be), the applicable such Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (together with interest on that payment paid at the Prime Federal Funds Rate for each day from the making of that payment to the Note B Holder or Note A Holder until it is returned to the Servicer). Each The Note A Holder agrees and the Note B Holder each agree that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Mortgage Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this AgreementServicer. The Servicer shall have the right to offset such any amounts due hereunder from the Note A Holder or the Note B Holder with respect to the Mortgage Loan against any future payments due to the applicable Note A Holder or the Note B Holder, as applicable, under the Mezzanine Loan if the Holder does not return such excess to the ServicerMortgage Loan; provided, that each such the Note A Holder’s and the Note B Holder’s obligations under this Section 7 are separate and distinct obligations from one another another. The Note A Holder’s and in no event shall Servicer enforce the obligations of any Holder against any other Holder. Each Note B Holder’s obligations under this Section 7 constitute absolute, unconditional and continuing obligationsobligations and each Servicer shall be deemed a third party beneficiary of these provisions.

Payment Procedure. (a) Each For so long as Note A is part of the Securitization, the Note A Holder and Note B Holder each hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof)or 4, as applicable, and subject to the terms of the Servicing Pooling Agreement, to deposit or credit (a) all payments received with respect to and allocable to each Note A to the Note A Collection Account established pursuant to the Servicing Pooling Agreement. Any successor Servicing Agreement shall require the Servicer to deposit such 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 Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer. and (b) all payments received with respect to and allocable to Note B to the Note B Collection Account established pursuant to the Pooling Agreement. If a court of competent jurisdiction orders, at any time, time that any amount received or collected in respect of any Note A or Note B must, pursuant to any insolvency, insolvency bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mezzanine Mortgage Loan Borrower or paid to the Note A Holder, the Note B Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the no Servicer shall not be required to distribute any portion thereof to any the Note B Holder (unless otherwise so directed by such court)or the Note A Holder, andas applicable, and the Note B Holder or the Note A Holder, as applicable and to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to such Servicer the Servicer any portion of any such amounts that the Servicer thereof which shall have been theretofore distributed to such the Note B Holder or the Note A Holder, as applicable, together with interest thereon at such rate, if any, as the such Servicer shall have been required to pay to the Mezzanine Borrower Mortgage Loan Borrower, the Note A Holder, the Note B Holder, the Master Servicer, the Special Servicer or such other person or entity Person with respect thereto pursuant to the terms hereofthereto. If, for any reason, the Master Servicer makes any payment to any the Note A Holder or the Note B Holder before the Master Servicer has received the corresponding payment (it being understood that the Master Servicer is under no obligation to do so), and the Master Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable HolderNote A Holder or the Note B Holder (as the case may be), the applicable such Holder will, at the Master Servicer’s 's request, promptly and, in any event, within five (5) Business Days return that payment to the Master Servicer (together with interest on that payment paid at the Prime lesser of the "federal funds" rate and the Mortgage Interest Rate for each day from the making of that payment to the Holder such Holder, until it is returned to the Master Servicer). Each The Note A Holder agrees and the Note B Holder each agree that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Mortgage Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this AgreementMaster Servicer. The applicable Servicer shall have the right to offset such any amounts due hereunder from the Note A Holder or the Note B Holder with respect to the Mortgage Loan against any future payments due to the applicable Note A Holder or the Note B Holder, as applicable, under the Mezzanine Loan if the Holder does not return such excess to the Servicer; Mortgage Loan, provided, that each such the Note A Holder’s 's and the Note B Holder's obligations under this Section 7 6 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any the Note A Holder against any other the Note B Holder or the obligations of the Note B Holder against the Note A Holder. Each The Note A Holder’s 's and the Note B Holder's obligations under this Section 7 6 constitute absolute, unconditional and continuing obligationsobligations and each Servicer shall be deemed a third party beneficiary of these provisions.

Payment Procedure. (a) Each The Note A Holder hereby directs (or the ServicerMaster Servicer on its behalf), in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof)or 4, as applicable, and subject to the terms of the Servicing Agreement and this Agreement, will deposit or cause to deposit be deposited all payments received with respect to and allocable to each Note the Notes to the Collection Account or custodial account for the Notes established pursuant to the Servicing Agreement. Any successor Servicing Agreement The Note A Holder (or the Master Servicer on its behalf) shall require establish a segregated sub-account for amounts due to each Noteholder. The Note A Holder (or the Master Servicer to acting on its behalf) shall deposit such 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 Holder from the Collection Account account within one two (12) Business Day Days following the Note A Holder’s (or the Master Servicer’s acting on its behalf) receipt of receipt thereof by Servicerproperly identified and available funds from or on behalf of the Mortgage Loan Borrower. (b) If the Note A Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time, 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 Mezzanine Mortgage Loan Borrower or paid to such Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, a Note A Holder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with Noteholder and such court order, each applicable Holder Noteholder will promptly on written demand by the Note A Holder (or the Servicer on its behalf) repay to the Note A Holder (or the Servicer on its behalf) any portion of any such amounts thereof that the Note A Holder (or the Servicer on its behalf) shall have theretofore distributed to such HolderNoteholder, together with interest thereon at such rate, if any, as the Servicer Note A Holder shall have been required to pay to any Mortgage Loan Borrower, the Mezzanine Borrower Master Servicer, Special Servicer, any other Noteholder or such other person or entity Person with respect thereto pursuant to the terms hereof. thereto. (c) If, for any reason, the Note A Holder (or the Servicer on its behalf) makes any payment to any the Note B Holder before the Note A Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Note A Holder (or the Servicer on its behalf) is under no obligation to do so), and the Note A Holder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to the applicable Note B Holder, the applicable such Note B Holder will, at the Note A Holder’s (or the Servicer’s on its behalf) request, promptly and, in any event, within five (5) Business Days return that payment to the Note A Holder (or the Servicer on its behalf). (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). d) Each Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Mortgage Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Note A Holder (or the Servicer for application in accordance with on its behalf) subject to this Agreement and the Mezzanine Loan Documents and/or Servicing Agreement and to be distributed pursuant to the terms of this Agreement. The Note A Holder (or the Servicer on its behalf) shall have the right to offset such any amounts due hereunder from the Note B Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the applicable Holder Note B Holder, as applicable, under the Mezzanine Loan if the Holder does not return such excess to the Servicer; Mortgage Loan, provided, that each such HolderNoteholder’s obligations under this Section 7 8 are separate and distinct obligations from one another and in no event shall the Note A Holder (or the Servicer on its behalf) enforce the obligations of any Holder one Noteholder against any other Holderanother Noteholder. Each HolderNoteholder’s obligations under this Section 7 8 constitute absolute, unconditional and continuing obligations.

Payment Procedure. (a) Each Pursuant to the terms of the Servicing Agreement, the Servicer will remit all payments received with respect to and allocable to each Mezzanine Note by wire transfer directly to the applicable Holder hereby directs on the ServicerServicer Remittance Date (as defined in the Servicing Agreement), in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof)3, and subject to the terms of the Servicing Agreement, to deposit all payments received with respect to and allocable to each Note to the Collection Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require the Servicer to deposit such 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 Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer. (b) If a court of competent jurisdiction orders, at any time, that any amount received or collected in respect of any Mezzanine Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mortgage Borrower, the Mezzanine Borrower Borrower, any Holder or the Servicer, or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts that the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to the Mezzanine Borrower or person to whom such other person or entity with respect thereto pursuant payment is required to the terms hereofbe paid. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days Days, return that payment to the Servicer (together with interest on that payment paid at the Prime Rate rate payable by the Mezzanine Borrower under the Mezzanine Loan Documents for such advance for each day from the making of that payment to the Holder until it is returned to the Servicer). Each Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this AgreementServicer. The Servicer shall have the right to offset such amounts against any future payments due to the applicable Holder under the Mezzanine Loan if the Holder does not return such excess to the Servicer; Loan, provided, that each such Holder’s obligations under this Section 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 obligationsobligations and the Servicer shall be deemed a third party beneficiary of these provisions.

Payment Procedure. (a) Each Holder hereby directs the Servicer, in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof), and subject Pursuant to the terms of the Servicing Agreement, to deposit the Servicer will remit all payments received with respect to and allocable to each Note to the Collection Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require the Servicer to deposit such 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 Holder from on the Collection Account within one Remittance Date (1) Business Day as defined in the Servicing Agreement), in accordance with the priorities set forth in Section 3, and subject to the terms of receipt thereof by Servicerthe Servicing Agreement. (b) If 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 any Mortgage Borrower, any Mezzanine Borrower, any Holder or the Mezzanine Borrower Servicer, or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts that the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to the Mezzanine Borrower or person to whom such other person or entity with respect thereto pursuant payment is required to the terms hereofbe paid. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days Days, return that payment to the Servicer (together with interest on that payment paid at the Prime Rate rate payable by any Mezzanine Borrower under the Mezzanine Loan Documents for such advance for each day from the making of that payment to the Holder until it is returned to the Servicer). Each Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this AgreementServicer. The Servicer shall have the right to offset such amounts against any future payments due to the applicable Holder under the Mezzanine Loan if the Holder does not return such excess to the Servicer; Loan, provided, that each such Holder’s obligations under this Section 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 obligationsobligations and the Servicer shall be deemed a third party beneficiary of these provisions.

Payment Procedure. As promptly as reasonably practicable (but in no event later than three (3) Business Days) after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent to mail to each (a) Each Holder hereby directs holder of record of a certificate or certificates that, immediately prior to the ServicerEffective Time, represented outstanding shares of Company Common Stock (the “Certificates”) or (b) the Book-Entry Shares, that, in accordance with each case (a) and (b), were converted into the priorities set forth in Section 3 (but subject right to receive the Merger Consideration pursuant to Section 3(b3.08(i) hereof)a letter of transmittal (which shall specify that delivery shall be effected, and subject risk of loss and title to the terms Certificates shall pass, only upon proper delivery of the Servicing AgreementCertificates to the Paying Agent, and shall be in such form and have such other provisions as are customary and reasonably acceptable to deposit all payments received the Company and Parent, or a customary agent’s message with respect to Book-Entry Shares) and allocable to each Note (ii) instructions for effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of a Certificate or Book-Entry Shares to the Collection Account established Paying Agent for cancelation, together with such letter of transmittal, duly executed and in proper form, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive, in exchange therefor, the amount of cash into which the shares of Company Common Stock theretofore represented by such Certificate or Book-Entry Shares shall have been converted pursuant to Section 3.08, and the Servicing AgreementCertificate or Book-Entry Shares so surrendered shall forthwith be canceled. Any successor Servicing Agreement shall require In the Servicer to deposit such amounts event of a transfer of ownership of Company Common Stock that is not registered in the Collection Account upon receipt, unless otherwise unanimously agreed to in writing by each transfer records of the Holders. Any amounts payable hereunder Company, payment may be made to a Holder Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.09, each Certificate or Book-Entry Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate or Book-Entry Shares have been converted pursuant to Section 3.08. No interest shall be paid by or accrue on the Servicer by wire transfer directly to the applicable Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer. (b) If a court of competent jurisdiction orders, at any time, that any amount received or collected in respect cash payable upon surrender of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference Certificate or similar law, be returned to the Mezzanine Borrower or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts that the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to the Mezzanine Borrower or such other person or entity with respect thereto pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (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 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this Agreement. The Servicer shall have the right to offset such amounts against any future payments due to the applicable Holder under the Mezzanine Loan if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 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 obligationsBook-Entry Shares.

Payment Procedure. (a) Each The Note A-1 Holder hereby directs (or the ServicerServicer on its behalf), in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof)or 4, as applicable, and subject to the terms of the Servicing Agreement, will deposit or cause to deposit be deposited all payments received with respect to and allocable to each Note the Notes to the Collection Account for the Notes established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require The Note A-1 Holder (or the Servicer on its behalf) shall establish a segregated sub-account for amounts due to the Senior Noteholders and the Note B Holder. The Note A-1 Holder (or the Servicer acting on its behalf) shall deposit such 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 Holder from the Collection Account account within one two (12) Business Day Days of receipt thereof of properly identified payments and collections by Servicerthe Note A-1 Holder (or the Servicer acting on its behalf) from or on behalf of the Mortgage Loan Borrower. (b) If the Note A-1 Holder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at any time, 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 Mezzanine Mortgage Loan Borrower or paid to the related Noteholder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Note A-1 Holder (or the Servicer on its behalf) shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court)Noteholder, and, to the extent necessary to comply with and such court order, each applicable Holder Noteholder will promptly on written demand by the Note A-1 Holder (or the Servicer on its behalf) repay to the Note A-1 Holder (or the Servicer on its behalf) any portion of any such amounts thereof that the Note A-1 Holder (or the Servicer on its behalf) shall have theretofore distributed to such Holder, Noteholder together with interest thereon at such rate, if any, as the Servicer Note A-1 Holder shall have been required to pay to any Mortgage Loan Borrower, the Mezzanine Borrower Note A-2 Holder, Master Servicer, Special Servicer or such other person or entity Person with respect thereto pursuant to the terms hereof. thereto. (c) If, for any reason, the Note A-1 Holder (or the Servicer on its behalf) makes any payment to any the Note A-2 Holder or the Note B Holder before the Note A-1 Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that the Note A-1 Holder (or the Servicer on its behalf) is under no obligation to do so), and the Note A-1 Holder (or the Servicer on its behalf) does not receive the corresponding payment within five three (53) Business Days of its payment to the applicable Note A-2 Holder or the Note B Holder, the Note A-2 Holder and the Note B Holder, as applicable Holder will, at the Note A-1 Holder’s (or the Servicer’s on its behalf) request, promptly and, in any event, within five (5) Business Days return that payment to the Note A-1 Holder (or the Servicer on its behalf). (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). d) Each Holder Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Mortgage Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Note A-1 Holder (or the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this Agreement. The Servicer shall have the right to offset such amounts against any future payments due to the applicable Holder under the Mezzanine Loan if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 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.on its