Common use of Income Payments Clause in Contracts

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Event of Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller or Servicer while the related Transaction is outstanding shall be and shall be deemed to be held by Seller or Servicer solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon . Upon the occurrence and during the continuation of a defaultan Event of Default, Seller shall either (i) hold all such Income in Seller shall deposit into the Collection Account or Account, within two (2) Business Days of receipt, all Income received with respect to each Purchased Loan, and (ii) at the sole option of Buyer, Seller shall cause all such Income received with respect to the Purchased Assets by any Servicer to be remitted directly to the account designated by BuyerCollection Account. Provided In no Default has occurred, event shall Seller deposit any of its own funds into the Collection Account or otherwise commingle its own funds with funds belonging to Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence owner of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date Purchased Loans. At all times following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination occurrence of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default Default, Seller shall remit to Buyer all Income and any funds in the Collection Account as instructed by Buyer in writing. Such remittances shall be by wire transfer in accordance with respect to Seller has occurred and is then continuing at the time such Income is paidwire transfer instructions provided by Buyer.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Seller shall cause all Income to be deposited into the Collection Account immediately upon its receipt. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller or Servicer while the related Transaction is outstanding shall be deemed to be held by Seller or Servicer solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall or shall direct the related Servicer to either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurredoccurred and is continuing, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer Servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan Asset subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller Sellers shall be entitled to receive an amount equal to all Income received in respect of the Purchased LoansAssets, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by SellerSellers, to the full extent it would be so entitled entitled, if the Purchased Loans Assets had not been sold to Buyer; provided that any Income received by Seller Sellers while the related Transaction is outstanding shall be deemed to be held by Seller Sellers solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, occurred and is continuing Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller Sellers such Income with respect to any Purchased Loans Assets subject to such Transaction, or (ii) if a Margin Deficit then existsexists or all or a portion of the related Repurchase Price has not been paid, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller Sellers upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers Sellers transfer to Buyer cash or Additional Purchased Assets sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to any Seller has occurred and is then continuing at the time such Income is paid; provided, however, that any Income retained by Buyer shall be applied to reduce the then outstanding Obligations of Sellers.

Income Payments. Where a particular term of a Transaction extends over Subject to the date on which Income is paid in respect of any Purchased Loan subject to that Transactionconditions set forth below, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller Sellers shall be entitled to receive an amount equal to all Income received paid or distributed on or in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which Assets that is not otherwise received by any Seller, to the full extent it would be so entitled if the Purchased Loans Mortgage Assets had not been sold to Buyer; provided that any Income received by . Notwithstanding the foregoing, each Seller while hereby agrees to instruct each applicable trustee, Servicer or other party acting as paying agent with respect to the related Transaction is outstanding shall be deemed Eligible Asset, to be held by Seller solely in trust transfer all Income with respect to the Purchased Asset directly to Buyer for Buyer pending deposit into the repurchase Collection Account within two (2) Business Days after receipt thereof. On each Payment Date, any amounts on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income deposit in the Collection Account or (ii) at the sole option in respect of Buyera Purchased Asset shall be applied as follows: first, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurredpayment of all fees, expenses, and other obligations then due to Buyer shalland/or its Affiliates pursuant to this Agreement, other than the Pricing Differential and Repurchase Price on the Purchased Assets; second, to the payment of accrued and unpaid Pricing Differential on such Purchased Asset; third, to pay the Repurchase Price for such Purchased Asset then subject to a request to repurchase in accordance with the terms of Section 3.04; and fourth, to the Operating Account, for such purposes as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer applicable Seller shall reasonably determine in its sole discretion); provided, on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) that if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto Default or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at continuing, amounts on deposit in the time Collection Account shall not be transferred to the Operating Account but shall remain in the Collection Account. All investment income received with respect to the amount in the Collection Account shall be held by Buyer for the account of Sellers, subject to Buyer's liens on such Income is amounts created under the Repurchase Documents, and shall be paid to the Operating Account in the priority stated above, provided all amounts due and payable to Buyer or its Affiliates under the terms of the Repurchase Documents have been timely paid.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default or Event of Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received collected in respect of the Purchased Loans, whether by Buyer, any Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase or payment of the Price Differential pursuant to Section 3(f) hereof, as applicable, on the related Repurchase Date; provided further that upon following the occurrence of a defaultDefault or an Event of Default, Seller shall either (i) hold remit all such Income in the Collection Account or (iiin accordance with Section 13(hh) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyerhereof. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Loans sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular term of a Transaction extends over The Deal Agent as agent for the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller Secured Parties shall be entitled to receive an amount equal to all Income received paid or distributed on or in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other PersonItems, which amount shall be deposited by the Seller and any Servicer or PSA Servicer under a Pooling and Servicing Agreement into the Collection Account. The Seller hereby agrees to instruct each applicable Servicer to transfer within two (2) Business Days of receipt thereof, and each applicable PSA Servicer under a Pooling and Servicing Agreement to deposit within two (2) Business Days of the date on which such Person is obligated under the applicable Pooling and Servicing Agreement to disburse such funds, all Income with respect to the Purchased Items directly into the Collection Account. On each Payment Date, any amounts on deposit in the Collection Account and permitted to be withdrawn from the Homewood Interest Reserve shall be withdrawn by the Deal Agent and shall be applied as follows: FIRST, pari passu and pro–rata (based on the amounts owed to such Persons under this clause FIRST), to the payment of all fees, expenses, and other obligations then due to the Purchaser pursuant to this Agreement and/or the Fee Letter (including, without limitation, the Unused Fee, the Commitment Fee, the Swingline Fee and the Extension Fee), other than the Price Differential and Purchase Price on the Purchased Assets; SECOND, to the extent not otherwise received paid by the Seller, to the full extent it would be so entitled if payment of fees and expenses owed to the Custodian under the Custodial Agreement or Custodial Fee Letter; THIRD, pari passu and pro–rata (based on the amounts owed to such Persons under this clause THIRD), to the Purchaser and any Affected Party for the payment of accrued and unpaid Price Differential on the Purchased Loans had Assets and Late Payment Fees outstanding; Master Repurchase Agreement (VFCC and Arbor) 44 FOURTH, pari passu and pro–rata (based on the amounts owed to such Persons under this clause FOURTH), to the extent not been sold previously paid pursuant to BuyerSection 2.3 or Section 2.16, to the Purchaser or the Swingline Purchaser, as applicable, to pay the Repurchase Price for Purchased Assets then subject to a request to repurchase in accordance with the terms of Section 2.3 or required to be repaid in accordance with Section 2.16; FIFTH, pari passu and pro–rata (based on the amounts owed to such Persons under this clause FIFTH), without limiting the Seller’s obligations to cure Margin Deficits in a timely manner in accordance with Section 2.7 and to repurchase certain Purchased Assets as provided that in this Article II, to the Purchaser for the payment of, as applicable, any Margin Deficit or Purchase Price outstanding; SIXTH, pari passu and pro–rata (based on the amounts owed to such Persons under this clause SIXTH), to the extent any Income received by Seller while includes payments or prepayments of principal on the underlying Mortgage Asset (including, without limitation, insurance or condemnation proceeds or recoveries from any foreclosures), such payments shall be applied to reduce the aggregate Purchase Price outstanding for the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase Transaction; SEVENTH, pari passu and pro–rata (based on the related amounts owed to such Persons under this clause SEVENTH), to the payment of Breakage Costs, Indemnified Amounts, Increased Costs, Additional Amounts and all other amounts then due and owing to the Purchaser, any Secured Party, any Affected Party or any other Person pursuant to this Agreement and the other Repurchase DateDocuments; provided further that upon and EIGHTH, to the occurrence of a defaultOperating Account, for such purposes as the Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion); provided, on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transactionhowever, or (ii) that if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of is outstanding or a Margin Deficit, unless prior thereto Default or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at continuing, such amounts shall not be transferred to the time Operating Account but shall remain in the Collection Account and applied in reduction of the Aggregate Unpaids. Notwithstanding anything to the contrary contained herein, in the event any Borrower Reserve Payments are deposited into the Collection Account, such Income is paidBorrower Reserve Payments shall, upon written request of the Seller, be promptly transferred from the Collection Account to the Operating Account for the Seller to transfer into the appropriate escrow or reserve accounts.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default or Event of Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income (other than any FNMA Loan Purchase Proceeds) received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income (other than any FNMA Loan Purchase Proceeds) in the Collection Account. Seller shall deposit all Income (other than any FNMA Loan Purchase Proceeds) received by it into the Collection Account or within three (ii3) at Business Days of Seller’s receipt thereof. Seller shall direct FNMA to deposit all FNMA Loan Purchase Proceeds directly into the sole option of BuyerFNMA Loan Purchase Account. In addition, cause all such Income Seller shall direct FNMA Account Bank to be remitted deposit directly to the account designated RBS Sub-Account the purchase price, and all other amounts on deposit in the FNMA Loan Purchase Account that relate to Fxxxxx Mae’s purchase from Seller from time to time of Landscape Loans that are from time to time subject to Transactions under this Agreement. Seller shall instruct FNMA Account Bank to withdraw amounts on deposit in the RBS Sub-Account on a daily basis and to pay such funds to or upon the order of Buyer to the extent necessary to reduce the aggregate outstanding Repurchase Price of all Purchased Loans sold by BuyerSeller to Fxxxxx Mae and all other related Obligations to zero. Provided no Default or Event of Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income (including any FNMA Loan Purchase Proceeds—RBS remaining after giving effect to Buyer’s application on such Repurchase Date of amounts on deposit in the RBS Sub-Account as described in the immediately preceding sentence) is received by Buyer in the Collection Account or in the RBS Sub-Account (or a servicer on its behalf) either (i) transfer (or permit the servicer or Seller to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Loans sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller or Default has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon following the occurrence of a defaultDefault, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of the Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. Where Prior to the occurrence of an Event of Default, where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan Assets subject to that Transaction, such Income may be applied to general corporate and business purposes of Seller. Upon the occurrence of an Event of Default any Income which is paid in respect of any Purchased Assets shall be deposited directly into the related collection account relating to the underlying Servicing Agreement. Following the occurrence of such Event of Default, the Servicer shall not retain, strip or otherwise deduct from such Income any fees (including without limitation, the Servicing Fees or Ancillary Income) and such Income shall be deposited directly into the related collection account. No more than weekly, the Seller and Buyer shall reconcile the collections made during the previous week under the related Servicing Agreement to determine the amount of any Servicing Fees, which Seller is entitled to be reimbursed for, and the amount of any Ancillary Income and shall allocate a portion of such Servicing Fees to Seller as follows: the lesser of: (i) Seller's verifiable actual cash expenses or (ii) an amount equal to three-fifths (3/5ths) of the related Servicing Fee regarding the related Mortgage Loans (the "Servicing Costs"), upon the presentation of an accounting of such Servicing Costs incurred by Seller. Any excess Servicing Fees after such allocation and any and all Ancillary Income shall be the property of Buyer. Notwithstanding the foregoing, Buyer and provided no Default has occurred and is continuing, Buyer agrees that Seller shall be entitled applied to receive an amount equal to all Income received in respect the payment of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paidObligations.

Income Payments. Where Notwithstanding that Buyer and the Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Mortgage Loans, Seller shall pay to Buyer the accreted value of the Price Differential (less any amount of such Price Differential previously paid by the Seller to Buyer) plus the amount of any unpaid Margin Deficit (each such payment, a particular term "Periodic Advance Repurchase Payment") on each Payment Date. Notwithstanding the preceding sentence, if Seller fails to make all or part of the Periodic Advance Repurchase Payment by 5:00 p.m. (New York time) on any Payment Date, the Pricing Rate shall be equal to the Post-Default Rate until the Periodic Advance Repurchase Payment is received in full by Buyer. The Seller shall hold for the benefit of, and in trust for, Buyer all Income, including without limitation all Income received by or on behalf of the Seller with respect to such Purchased Mortgage Loans. All Income shall be held in trust for Buyer, shall constitute the property of Buyer and shall not be commingled with other property of the Seller, any Affiliate of the Seller except as expressly permitted above. With respect to each Payment Date, the Seller shall remit all Income as follows: first, to the payment of all costs and fees payable by the Seller pursuant to this Repurchase Agreement; second, to the Buyer in payment of any accrued and unpaid Price Differential; and third, without limiting the rights of Buyer under Section 4 of this Repurchase Agreement, to the Buyer, in the amount of any unpaid Margin Deficit. After the occurrence of a Transaction extends over Default or an Event of Default, the date on Seller shall deposit such Income in a deposit account (the title of which Income is paid shall indicate that the funds therein are being held in respect of any Purchased Loan trust for Buyer) (the "Collection Account") with a financial institution acceptable to Buyer and subject to that Transaction, the Account Agreement. All such Income shall be held in trust for Buyer, shall constitute the property of Buyer. Notwithstanding the foregoing, Buyer and provided no Default has occurred and is continuing, Buyer agrees that Seller shall not be entitled to receive an amount equal to all Income received in respect commingled with other property of the Purchased Loans, whether by Buyer, Custodian Seller or any servicer or any other Person, which is not otherwise received by Seller, to Affiliate of the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income except as expressly permitted above. Funds deposited in the Collection Account or (ii) at during any month shall be held therein, in trust for the sole option of Buyer, cause all such Income to be remitted directly to until the account designated by Buyernext Payment Date. Provided no Default has occurred, To the extent that the Buyer shall, as the parties may agree receives any funds from a Takeout Investor with respect to any Transaction (orthe purchase by such Takeout Investor of a Mortgage Loan, in the absence of any such agreement, as Buyer shall reasonably determine promptly apply such funds in its sole discretion), on accordance with the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalfsame order of priority set forth in Section 5(b) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transactionhereof. Buyer shall not be obligated to take any action pursuant to Notwithstanding the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficitprovisions, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect has occurred, all funds in the Collection Account shall be withdrawn and applied as determined by the Buyer. Buyer shall offset against the Repurchase Price of each such Transaction all Income and Periodic Advance Repurchase Payments actually received by Buyer pursuant to Seller has occurred and is then continuing Section 5(a), excluding any Late Payment Fees paid pursuant to any Periodic Advance Repurchase Payments made at the time such Income is paidPost-Default Rate pursuant to Section 5(a).

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. The Seller shall cause all Income to be deposited into the Collection Account within two (2) Business Days of its receipt. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurredoccurred and is continuing, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller The Purchaser shall be entitled to receive an amount equal to all Income received paid or distributed on or in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other PersonItems, which amount shall be deposited by the Seller and any Servicer or PSA Servicer under a Pooling and Servicing Agreement into the Collection Account. The Seller hereby agrees to instruct each applicable Servicer to transfer within two (2) Business Days of receipt thereof, and each applicable PSA Servicer under a Pooling and Servicing Agreement to deposit within two (2) Business Days of the date on which such Person is obligated under the applicable Pooling and Servicing Agreement to disburse such funds, all Income with respect to the Purchased Items directly into the Collection Account. On each Payment Date, any amounts on deposit in the Collection Account shall be withdrawn by the Purchaser and shall be applied as follows: FIRST, to the payment of all fees, expenses, and other obligations then due to the Purchaser pursuant to this Agreement (including, without limitation, the Unused Fee and the Commitment Fee), other than the Price Differential and Purchase Price on the Purchased Assets; SECOND, to the extent not otherwise received paid by the Seller, to the full extent it would be so entitled if payment of fees and expenses owed to the Custodian under the Custodial Agreement or Custodial Fee Letter; THIRD, to the payment of accrued and unpaid Price Differential on the Purchased Loans had Assets and Late Payment Fees outstanding; FOURTH, to the extent not been sold previously paid pursuant to BuyerSection 2.3, to pay the Repurchase Price for Purchased Assets then subject to a request to repurchase in accordance with the terms of Section 2.3; provided that FIFTH, without limiting the Seller's obligations to cure Margin Deficits in a timely manner in accordance with Section 2.7, to the Purchaser for the payment of any Margin Deficit outstanding; SIXTH, to the extent any Income received by Seller while includes payments or prepayments of principal on the underlying Mortgaged Asset (including, without limitation, insurance or condemnation proceeds or recoveries from any foreclosures), such payments shall be applied to reduce the aggregate Purchase Price outstanding for the related Transaction is outstanding shall be deemed Transaction; SEVENTH, to be held by Seller solely in trust the payment of Breakage Costs, Indemnified Amounts, Increased Costs, Additional Amounts and all other amounts then due and owing to the Purchaser pursuant to this Agreement and the other Repurchase Documents; and EIGHTH, to the Operating Account, for Buyer pending such purposes as the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion). provided, on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transactionhowever, or (ii) that if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto is outstanding or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, an Unmatured Termination Event or (B) if an Termination Event of Default with respect to Seller has occurred and is then continuing at continuing, such amounts shall not be transferred to the time Loan Purchase and Repurchase Agreement (Wachovia and Arbor) Operating Account but shall remain in the Collection Account and applied in reduction of the Aggregate Unpaids. Notwithstanding anything to the contrary contained herein, in the event any Borrower Reserve Payments are deposited into the Collection Account, such Income is paidBorrower Reserve Payments shall, upon written request of the Seller, be promptly transferred from the Collection Account to the Operating Account for the Seller to transfer into the appropriate escrow or reserve accounts.

Income Payments. Where a particular term (a) Notwithstanding that Buyer and Seller intend that the Transactions hereunder be sales to Buyer of a Transaction extends over the date on which Income is Purchased Asset for all purposes except accounting and tax purposes, Seller shall pay to Buyer the accreted value of the Price Differential (less any amount of such Price Differential previously paid in respect by Seller to Buyer) plus the amount of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyerunpaid Margin Deficit on each Payment Date. Notwithstanding the foregoingpreceding sentence, if Seller fails to make all or part of the Price Differential by 3:00 p.m. (New York time) on any Payment Date, the Pricing Rate shall be equal to the Post-Default Rate until the foregoing payment is received in full by Buyer. If prior to any Payment Date, Buyer determines in its sole discretion that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate, the LIBOR Rate is no longer in existence, or the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over Buyer has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be made available or used for determining the interest rate of loans, Buyer may give prompt notice thereof to Seller, whereupon the Pricing Rate for such period, and provided no Default for all subsequent periods until such notice has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether been withdrawn by Buyer, Custodian shall be an alternative benchmark rate (including any mathematical or any servicer or any other Person, which is not otherwise received by Seller, adjustments to the full extent it would be so entitled benchmark rate (if the Purchased Loans had not been sold to Buyer; provided that any) incorporated therein) (any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of such rate, a default“Successor Rate”), Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, Buyer shalltogether with any proposed Successor Rate Conforming Changes, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as determined by Buyer shall reasonably determine in its sole discretion), on . Any such determination of the Repurchase Date following the date any Income is received Successor Rate shall be made by Buyer (or in a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income manner substantially consistent with market practice with respect to any Purchased Loans subject similarly situated counterparties with substantially similar assets in similar facilities; provided that the foregoing standard shall only apply to such Transaction, or (ii) if a Margin Deficit then exists, apply repurchase transactions that are under the Income payment to reduce supervision of Buyer’s investment bank New York mortgage finance business that administers the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paidTransactions.

Income Payments. Where a particular term of a Transaction extends over Subject to the date on which Income is paid in respect of any Purchased Loan conditions set forth below and subject to that TransactionSection 3.03(j), such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller Sellers shall be entitled to receive an amount equal to all Income received paid or distributed on or in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which Assets that is not otherwise received by any Seller, to the full extent it would be so entitled if the Purchased Loans Mortgage Assets had not been sold to Buyer; provided that any Income received by . Notwithstanding the foregoing, each Seller while hereby agrees to instruct each applicable trustee, Servicer or other party acting as paying agent with respect to the related Transaction is outstanding shall be deemed Eligible Asset, to be held by Seller solely in trust transfer all Income with respect to the Purchased Asset directly to Buyer for Buyer pending deposit into the repurchase Collection Account within two (2) Business Days after receipt thereof. On each Payment Date, any amounts on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income deposit in the Collection Account or (ii) at the sole option in respect of Buyera Purchased Asset shall be applied as follows: first, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurredpayment of all fees, expenses, and other obligations then due to Buyer shalland/or its Affiliates pursuant to this Agreement, other than the Pricing Differential and Repurchase Price on the Purchased Assets; second, to the payment of accrued and unpaid Pricing Differential on such Purchased Asset; third, to pay the Repurchase Price for such Purchased Asset then subject to a request to repurchase in accordance with the terms of Section 3.04; fourth, to the payment of all fees, expenses, and other obligations then due under or in connection with the Wachovia Letter of Credit, fifth, to the payment of all fees, expenses, and other obligations then due under or in connection with the Interest Rate Protection Agreements and the Wachovia Interest Rate Protection Agreements, and sixth, to the Operating Account, for such purposes as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer applicable Seller shall reasonably determine in its sole discretion); provided, on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) that if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto Default or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at continuing, amounts on deposit in the time such Income is paidCollection Account shall not be transferred to the Operating Account but shall remain in the Collection Account.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for the benefit for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by BuyerAccount. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion)Transaction, on the Repurchase Date following the date any such Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Loans sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan Assets subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, unless otherwise agreed between the parties, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any such Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans Assets subject to such Transaction, Transaction or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Assets sufficient to eliminate such Margin Deficit. Any income received by or on behalf of Seller, Servicer or a Guarantor while the related Transaction is outstanding shall be deemed held by Seller, Servicer or such Guarantor solely in trust for Buyer pending the repurchase on the related Repurchase Date. The Seller shall cause the Servicer to deposit into the Collection Account all collections with respect to the Purchased Assets in the event that such collection in any Collection Period exceeds $750,000. Notwithstanding anything in this Section 7 to the contrary, on each date which is (i) a Repurchase Date on which the Buyer and the Seller enter into a new Transaction pursuant to the terms of Section 3(b), or (Bii) if a date on which a Margin Deficit is due, or (iii) following the date on which the Buyer has declared an Event of Default, in accordance with the terms of the Repurchase Agreement, the Buyer shall apply all funds in the Collection Account to the amounts owed to the Buyer and shall instruct the Custodian on any scheduled Repurchase Date to remit any such amounts to the Buyer, to the extent of the funds in the Collection Account. Unless an Event of Default shall occur and be continuing, the Buyer shall instruct the Custodian to remit any excess funds in the Collection Account to the Seller or its designee by wire transfer, in compliance with respect to Seller has occurred and is then continuing at the time such Income is paidinstructions of the Seller.

Income Payments. (a) Where a particular Transaction’s term of a Transaction extends over the a date on which Income is paid in received with respect of any to the Purchased Loan subject Assets related to that Transaction, such Income shall be the property of the Buyer. Notwithstanding The Sellers shall hold for the foregoingbenefit of, and provided no Default has occurred and is continuingin trust for, the Buyer agrees that Seller shall be entitled to receive an amount equal to all Income, including, without limitation, all Income received in respect by or on behalf of the Sellers with respect to such Purchased LoansAssets. The Sellers shall, whether by Buyeror shall instruct the Servicer to, Custodian or any servicer or any other Person, deposit such Income in a deposit account (the title of which is not otherwise received by Seller, to shall indicate that the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be funds therein are being held by Seller solely in trust for Buyer pending the repurchase on Buyer) (the related Repurchase Date; provided further that upon “Blocked Account”) with the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly Bank and which is subject to the account designated by BuyerBlocked Account Agreement. Provided no Default has occurredFor purposes hereof, Buyer shallIncome shall include, as the parties may agree but not be limited to, all principal and interest payments, all prepayments and payoffs, sale proceeds, insurance claims, condemnation awards, real estate owned rents and any other income and all other amounts received with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller Purchased Assets. All such Income with respect to any Purchased Loans subject to such Transactionshall be held in trust for the Buyer, or (ii) if a Margin Deficit then exists, apply shall constitute the Income payment to reduce property of the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer and shall not be obligated to take commingled with other property of the Sellers, any action pursuant affiliate of any Seller or the Servicer except as expressly permitted above. Funds deposited in the Blocked Account during any month shall be held therein, in trust for the Buyer. The Buyer may at any time, by notice delivered to the preceding sentences (A) Bank, block the Blocked Account in accordance with the Blocked Account Agreement. Until the Buyer delivers to the extent that such action would result in Bank instructions to the creation of a Margin Deficitcontrary, unless prior thereto or simultaneously therewith Seller transfers the Sellers shall be permitted to Buyer cash sufficient to eliminate such Margin Deficitmake withdrawals from the Blocked Account. The Sellers shall deposit, or shall cause the Servicer to deposit, each payment under the Purchased Assets into the Blocked Account on the day the related Mortgagor’s check clears, and in no event later than three (B3) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paiddays after receipt thereof.

Income Payments. (a) Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. The Seller shall (i) segregate all Income collected by or on behalf of the Seller on account of the Purchased Loans and shall hold such Income in trust for the benefit of Buyer that is clearly marked as such in the Seller’s records and (ii) remit such Income to the Collection Account for deposit therein no later than three (3) Business Days after receipt thereof. Notwithstanding the foregoing, and provided no Event of Default has occurred and is continuing, Buyer agrees that the Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by the Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by the Seller while the related Transaction is outstanding shall be deemed to be held by the Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of BuyerAccount, cause all subject to Seller’s right to withdraw such Income to be remitted directly to from the account designated by BuyerCollection Account. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date or any date on which the Seller repurchases the Purchased Loans, following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to the Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the hold such Income payment to reduce the amount, if any, to as cash margin (which shall be transferred to Buyer deemed posted by Seller upon termination of to satisfy such TransactionMargin Deficit and held pursuant to Section 6) by the Seller. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith the Seller transfers to Buyer cash or Substitute Loans sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to the Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular term The Deal Agent as agent for the Secured Parties shall be entitled to receive for application in accordance with the provisions of a Transaction extends over the date this Agreement an amount equal to all Income paid or distributed on which Income is paid or in respect of the Purchased Items, which amount shall be deposited by the Seller, each Servicer and each PSA Servicer and all other applicable Persons into the Collection Account. The Seller hereby agrees to instruct each Servicer, PSA Servicer, Swap Counterparty, each counterparty under any other Interest Rate Protection Agreement and all other applicable Persons to transfer all Income with respect to the Purchased Loan Items in accordance with Subsection 5.1(e) of this Agreement, who shall hold any funds so received pending application pursuant to the following sentence. On each Payment Date, any amounts received by the Deal Agent and deposited to the Collection Account since the immediately preceding Payment Date shall be applied as follows: first, to the extent not paid, to the payment of all outstanding fees, costs and expenses due to the Custodian under the Custodial Fee Letter; second, pari passu and pro-rata (based on the amounts owed to such Persons under this clause second), to the payment of all fees, costs, expenses and advances then due to the Purchaser or the Swingline Purchaser, as applicable, pursuant to the Repurchase Documents, other than the items covered in third through ninth; third, pari passu and pro-rata (based on the amounts owed to such Persons under this clause third), to the payment of outstanding Late Payment Fees and Price Differential at the Post-Default Rate; fourth, pari passu and pro-rata (based on the amounts owed to such Persons under this clause fourth), to the payment of accrued and unpaid Price Differential on the Purchased Assets then due to the Purchaser and to the Swap Counterparty any Net Swap Payments then due to the Swap Counterparty for the current and any prior Payment Dates (other than Swap Breakage Costs); fifth, pari passu and pro-rata (based on the amounts owed to such Persons under this clause fifth), to the extent not previously paid by the Seller, to pay the Repurchase Price for Purchased Assets then subject to that Transactiona request to repurchase in accordance with the terms of Section 2.3 of this Agreement or required to be repaid in accordance with Section 2.16 of this Agreement; sixth, pari passu and pro-rata (based on the amounts owed to such Persons under this clause sixth), without limiting the Seller’s obligations to cure Margin Deficits in a timely manner in accordance with Section 2.7 of this Agreement, to the Purchaser for the payment of, as applicable, any Margin Deficit outstanding; seventh, pari passu and pro-rata (based on the amounts owed to such Persons under this clause seventh), to the extent any Income includes payments or prepayments of principal on the underlying Purchased Assets, such Income payments shall be applied to reduce the property aggregate Repurchase Price outstanding; provided, however, prior to an Event of Buyer. Notwithstanding the foregoing, Default and provided no Margin Deficit is outstanding, only an amount equal to the product of the Advance Rate and the amount of such principal payment or prepayment shall be applied to reduce the Repurchase Price outstanding for the related Transaction; eighth, pari passu and pro-rata (based on the amounts owed to such Persons under this clause eighth), without limiting the Seller’s obligations under Section 2.4 of this Agreement and to the extent not paid previously by the Seller, to the Purchaser for the reduction of the Purchase Price outstanding in accordance with Section 2.4 of this Agreement; ninth, pari passu and pro-rata (based on the amounts owed to such Persons under this clause ninth), to the payment of Breakage Costs, if any, Swap Breakage Costs, if any, Indemnified Amounts, if any, Increased Costs, if any, Additional Amounts, if any, and all other amounts then due and owing to the Purchaser, the Swap Counterparty, any Affected Party or any other Person pursuant to the Repurchase Documents; and tenth, the remainder to the Seller, for such purposes as the Seller shall determine in its discretion, subject to the Financial Covenants and other requirements of the Repurchase Documents; provided, however, that if a Margin Deficit, Default or Event of Default has occurred and is continuing, Buyer agrees that Seller amounts collected pursuant to this Section 2.8 of this Agreement shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer the Seller but shall be retained by Seller upon termination the Deal Agent as agent for the Secured Parties and applied in reduction of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paidObligations.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loansreceived, whether by Buyer, Custodian or any servicer Custodian, Servicer or any other Person, which is not otherwise received by Seller, in respect of the Purchased Loans, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any such Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer Servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Market Value Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Market Value Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Loans sufficient to eliminate such Margin Market Value Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. (a) Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Seller shall (i) segregate all Income collected by or on behalf of Seller on account of the Purchased Loans and shall hold such Income in trust for the benefit of Buyer that is clearly marked as such in Seller’s records and (ii) deposit all Income received with respect to each Purchased Loan after the related Purchase Date and before the related Repurchase Date into the Collection Account within three (3) Business Days of receipt. Notwithstanding the foregoing, and provided no Default or Event of Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of BuyerAccount, cause all subject to Seller’s right to withdraw such Income to be remitted directly to from the account designated by BuyerCollection Account. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date or any date on which Seller repurchases the Purchased Loans, following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the use such Income payment to reduce the amount, if any, prepay Purchased Loans pursuant to be transferred to Buyer by Seller upon termination of such TransactionSection 6). Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Substitute Loans sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller Sellers shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by SellerSellers, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller Sellers while the related Transaction is outstanding shall be deemed to be held by Seller Sellers solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller Sellers such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller Sellers upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers Sellers transfer to Buyer cash or Additional Purchased Loans sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to any Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular term of a Transaction extends over Subject to the date on which Income is paid in respect of any Purchased Loan subject to that Transactionconditions set forth below, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received paid or distributed on or in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which Assets that is not otherwise received by any Seller, to the full extent it would be so entitled if the Purchased Loans Mortgage Assets had not been sold to Buyer; provided that any Income received by . Notwithstanding the foregoing, each Seller while hereby agrees to instruct each applicable trustee, Servicer or other party acting as paying agent with respect to the related Transaction is outstanding shall be deemed Eligible Asset, to be held by Seller solely in trust transfer all Income with respect to the Purchased Asset directly to Buyer for Buyer pending deposit into the repurchase Collection Account within two (2) Business Days after receipt thereof. On each Payment Date, any amounts on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income deposit in the Collection Account or (ii) at the sole option in respect of Buyera Purchased Asset shall be applied as follows: first, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurredpayment of all fees, expenses, and other obligations then due to Buyer shalland/or its Affiliates pursuant to this Agreement, other than the Pricing Differential and Repurchase Price on the Purchased Assets; second, to the payment of accrued and unpaid Pricing Differential on such Purchased Asset; third, to pay the Repurchase Price for such Purchased Asset then subject to a request to repurchase in accordance with the terms of Section 3.04; fourth, to pay any amounts due and owing to the Buyer or any of its Affiliates under the terms of the Repurchase Documents, fifth, to pay any amounts due and owing under the Liquidity Facility to the Administration Agent for the benefit of Banks (as the parties may agree with respect to any Transaction (or, such terms are defined in the absence of any Liquidity Facility); and sixth, to the Operating Account, for such agreement, purposes as Buyer Seller shall reasonably determine in its sole discretion); provided, on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) that if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto Default or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at continuing, amounts on deposit in the time Collection Account shall not be transferred to the Operating Account but shall remain in the Collection Account. All investment income received with respect to the amount in the Collection Account shall be held by Buyer for the account of Seller, subject to Buyer's liens on such Income is amounts created under the Repurchase Documents, and shall be paid to the Operating Account in the priority stated above, provided all amounts due and payable to Buyer or its Affiliates under the terms of the Repurchase Documents have been timely paid.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of BuyerBuyers. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees Buyers agree that Seller shall be entitled to receive an amount equal to all Income received by Servicer or Seller in respect of the any Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, Loan to the full extent it would be so entitled if the Purchased Loans had not been sold to BuyerBuyers; provided that any Income received by Servicer or Seller while the related Transaction is outstanding shall be deemed to be held by Seller Servicer or Seller, as applicable, solely in trust for Buyer Buyers pending the repurchase on the related Repurchase Date; provided further that Seller shall cause Servicer to hold all such Income in the accounts established by Servicer for the benefit of Buyers and upon the occurrence remittance by Servicer to Seller of a defaultall such amounts, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyerestablished hereunder. Provided no Default has occurred, Buyer Buyers shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer Buyers shall reasonably determine in its their sole discretion), on the Repurchase Date following the date any such Income is received by Buyer Buyers (or a servicer on its their behalf) either (i) transfer (or permit the servicer to transfer) release to Seller such Income with respect to any Purchased Loans subject to such Transaction, Transaction or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer Buyers by Seller upon termination of such Transaction. Buyer Buyers shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer Buyers cash or Additional Purchased Loans sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. (l) Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. The Seller shall (i) segregate all Income collected by or on behalf of the Seller on account of the Purchased Loans and shall hold such Income in trust for the benefit of Buyer that is clearly marked as such in the Seller’s records and (ii) remit such Income to the LEGAL02/41072931v2 Collection Account for deposit therein no later than three (3) Business Days after receipt thereof. Notwithstanding the foregoing, and provided no Event of Default has occurred and is continuing, Buyer Xxxxx agrees that the Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by the Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by the Seller while the related Transaction is outstanding shall be deemed to be held by the Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of BuyerAccount, cause all subject to Seller’s right to withdraw such Income to be remitted directly to from the account designated by BuyerCollection Account. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date or any date on which the Seller repurchases the Purchased Loans, following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to the Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the hold such Income payment to reduce the amount, if any, to as cash margin (which shall be transferred to Buyer deemed posted by Seller upon termination of to satisfy such TransactionMargin Deficit and held pursuant to Section 6) by the Seller. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith the Seller transfers to Buyer cash or Substitute Loans sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to the Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. The Seller shall cause all Income to be deposited into the Collection Account within two (2) Business Days of receipt by the Servicer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurredoccurred and is continuing, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. (a) Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan Asset subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account pending the next following Repurchase Date. Seller shall remit or cause to be remitted to the Collection Account, all Income collected or received on any Purchased Asset within two (ii2) at Business Days of collection or receipt thereof. Seller shall have the sole option of Buyer, cause all right to remit such Income to be remitted directly the Collection Account net of any amounts allocable to the account designated by Buyerservicing fee to which the Servicer is entitled. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans Assets subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Assets sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular Transaction's term of a Transaction extends over the an Income payment date on which Income is paid in respect of any Purchased Loan the Securities subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any such Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any such Income is received by Buyer (or a servicer on its behalf) payable either (i) transfer (to or permit credit to the servicer account of Seller an amount equal to transfer) to Seller such Income payment or payments with respect to any Purchased Loans Securities subject to such Transaction, Transaction or (ii) if a Margin Deficit then exists, apply the Income payment or payments to reduce the amount, if any, amount to be transferred to Buyer by Seller upon termination of such the Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) sentence to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Securities sufficient to eliminate such Margin Deficit. Notwithstanding the foregoing and except as provided in Paragraph 11 of this Agreement, in the case of Transactions involving Securities that are Mortgage Loans, Seller shall be deemed to hold for the benefit of, and in trust for, Buyer all Income, including without limitation all scheduled and unscheduled principal and interest payments, received by Seller with respect to such Mortgage Loans. Seller shall service the Mortgage Loans, or supervise the servicing of the Mortgage Loans, for the benefit of Buyer in accordance with the terms of the Servicing Agreement. On the 10th day of each month, Seller will provide Buyer with reports substantially identical in form to FNMA's form 2010 remittance report with respect to all Mortgage Loans then involved in any Transaction hereunder. Within three business days of its receipt of each such report, Buyer either (i) shall determine that a Margin Deficit has occurred and direct Seller to pay to Buyer all Income received in the period covered by such report to the extent of such Margin Deficit, in which case Buyer shall be deemed to have released any excess Income to Seller, or (Bii) if an Event of Default with respect shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to Seller has occurred and is then continuing at the time have released all such Income is paidto Seller.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default or Event of Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income (other than any FNMA Loan Purchase Proceeds) received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income (other than any FNMA Loan Purchase Proceeds) in the Collection Account. Seller shall deposit all Income (other than any FNMA Loan Purchase Proceeds) received by it into the Collection Account or within three (ii3) at Business Days of Seller’s receipt thereof. Seller shall direct FNMA to deposit all FNMA Loan Purchase Proceeds directly into the sole option of BuyerFNMA Loan Purchase Account. In addition, cause all such Income Seller shall direct FNMA Account Bank to be remitted deposit directly to the account designated RBS Sub-Account the purchase price, and all other amounts on deposit in the FNMA Loan Purchase Account that relate to Xxxxxx Mae’s purchase from Seller from time to time of Landscape Loans that are from time to time subject to Transactions under this Agreement. Seller shall instruct FNMA Account Bank to withdraw amounts on deposit in the RBS Sub-Account on a daily basis and to pay such funds to or upon the order of Buyer to the extent necessary to reduce the aggregate outstanding Repurchase Price of all Purchased Loans sold by BuyerSeller to Xxxxxx Mae and all other related Obligations to zero. Provided no Default or Event of Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income (including any FNMA Loan Purchase Proceeds—RBS remaining after giving effect to Buyer’s application on such Repurchase Date of amounts on deposit in the RBS Sub-Account as described in the immediately preceding sentence) is received by Buyer in the Collection Account or in the RBS Sub-Account (or a servicer on its behalf) either (i) transfer (or permit the servicer or Seller to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Loans sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller or Default has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller The Purchaser shall be entitled to receive an amount equal to all Income received paid or distributed on or in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other PersonItems, which amount shall be deposited by the Seller and any Servicer or PSA Servicer under a Pooling and Servicing Agreement into the Collection Account. The Seller hereby agrees to instruct each applicable Servicer to transfer within two (2) Business Days of receipt thereof, and each applicable PSA Servicer under a Pooling and Servicing Agreement to deposit within two (2) Business Days of the date on which such Person is obligated under the applicable Pooling and Servicing Agreement to disburse such funds, all Income with respect to the Purchased Items directly into the Collection Account. On each Payment Date, any amounts on deposit in the Collection Account shall be withdrawn by the Purchaser and shall be applied as follows: FIRST, to the payment of all fees, expenses, and other obligations then due to the Purchaser pursuant to this Agreement (including, without limitation, the Unused Fee, the Commitment Fee, the Extension Fee and the Bridge Loan Release Fees), other than the Price Differential and Purchase Price on the Purchased Assets; SECOND, to the extent not otherwise received paid by the Seller, to the full extent it would be so entitled if payment of fees and expenses owed to the Custodian under the Custodial Agreement or Custodial Fee Letter; THIRD, to the payment of accrued and unpaid Price Differential on the Purchased Loans had Assets and Late Payment Fees outstanding; FOURTH, to the extent not been sold previously paid pursuant to BuyerSection 2.3, to pay the Repurchase Price for Purchased Assets then subject to a request to repurchase in accordance with the terms of Section 2.3; FIFTH, without limiting the Seller's obligations to cure Margin Deficits in a timely manner in accordance with Section 2.7 and to repurchase certain Purchased Assets as provided that in this Article II, to the Purchaser for the payment of, as applicable, any Margin Deficit or Purchase Price outstanding; SIXTH, to the extent any Income received by Seller while includes payments or prepayments of principal on the underlying Mortgage Asset (including, without limitation, insurance or condemnation proceeds or recoveries from any foreclosures), such payments shall be applied to reduce the aggregate Purchase Price outstanding for the related Transaction is outstanding shall be deemed Transaction; SEVENTH, to be held by Seller solely in trust the payment of Breakage Costs, Indemnified Amounts, Increased Costs, Additional Amounts and all other amounts then due and owing to the Purchaser pursuant to this Agreement and the other Repurchase Documents; and EIGHTH, to the Operating Account, for Buyer pending such purposes as the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion). provided, on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transactionhowever, or (ii) that if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto is outstanding or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, an Unmatured Termination Event or (B) if an Termination Event of Default with respect to Seller has occurred and is then continuing at continuing, such amounts shall not be transferred to the time Operating Account but shall remain in the Collection Account and applied in reduction of the Aggregate Unpaids. Notwithstanding anything to the contrary contained herein, in the event any Borrower Reserve Payments are deposited into the Collection Account, such Income is paidBorrower Reserve Payments shall, upon written request of the Seller, be promptly transferred from the Collection Account to the Operating Account for the Seller to transfer into the appropriate escrow or reserve accounts.

Income Payments. Where a particular term of a Transaction extends over the an Income payment date on which Income is paid in respect of any the Purchased Loan Assets subject to that Transaction, such Income shall be the property of BuyerBuyers. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees Buyers agree that Seller Sellers shall be entitled to receive an amount equal to all Income received in respect of paid on the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which Assets that is not otherwise received by SellerSellers, to the full extent it would be so entitled if the Purchased Loans Assets had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by BuyerBuyers. Provided no Default has occurredoccurred and is continuing, Buyer Buyers shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer Buyers shall reasonably determine in its their sole discretion), on the Repurchase Date following the date any such Income is received by Buyer Buyers (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller Sellers such Income with respect to any Purchased Loans Assets subject to such Transaction, Transaction or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer Buyers by Seller Sellers upon termination of such Transaction. Buyer Buyers shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers Sellers transfer to Buyer Buyers cash or Additional Purchased Assets sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with . With respect to Seller has occurred and is then continuing at each Repurchase Date, the time such Sellers shall remit all Income is paid.as follows:

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan Assets subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that prior to the occurrence of a Default, the related Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loansreceived, whether by Buyerthe Guarantor, Custodian Buyer or any servicer or any other Person, which is not otherwise received by the related Seller, to the full extent it would be so entitled if in respect of the Purchased Loans had not been sold to BuyerAssets; provided provided, however, that any Income income received by or on behalf of the related Seller while the related Transaction is outstanding shall be deemed to be held by the related Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further . Notwithstanding anything to the contrary in this Section 7, with respect to each NIM security that upon becomes subject to Transactions on any Purchase Date on which the occurrence of a defaultaggregate outstanding Purchase Price with respect to NIM securities (after giving effect to such Transaction) is greater than $[ ], Seller all Income with respect to such NIM security shall either (i) hold all be held by the Buyer. Any such Income in received by the Collection Account related Seller (or its Affiliate) with respect to such NIM security shall be remitted by the related Seller to the Buyer within one (ii1) at the sole option Business Day of Buyer, cause all receipt. All such Income to be remitted directly to received by the account designated by Buyer. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the NIM security prior to a Repurchase Date following the date any Income is received by Buyer (or a servicer shall be applied on its behalf) either such Repurchase Date as follows: (i) transfer first, to satisfy any fees or expenses owed to the Buyer under the Program Documents, (or permit iii) second, to satisfy any accrued but unpaid Price Differential, (iii) third, to pay the servicer Repurchase Price owed to transfer) Buyer in connection with each Transaction terminating on such Repurchase Date (unless, and to Seller the extent, such Income with respect to any Purchased Loans Transaction is automatically subject to such Transactiona new Transaction pursuant to Section 3(b)), or and (iiiv) if a Margin Deficit then existsfourth, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by the related Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paidall Transactions hereunder.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default or Event of Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income (other than any FNMA Loan Purchase Proceeds) received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income (other than any FNMA Loan Purchase Proceeds) in the Collection Account. Seller shall deposit all Income (other than any FNMA Loan Purchase Proceeds) received by it into the Collection Account or within three (ii3) at Business Days of Seller’s receipt thereof. Seller shall direct FNMA to deposit all FNMA Loan Purchase Proceeds directly into the sole option of BuyerFNMA Loan Purchase Account. In addition, cause all such Income Seller shall direct FNMA Account Bank to be remitted deposit directly to the account designated GCFP Sub-Account the purchase price, and all other amounts on deposit in the FNMA Loan Purchase Account that relate to Fxxxxx Mae’s purchase from Seller from time to time of Landscape Loans that are from time to time subject to Transactions under this Agreement. Seller shall instruct FNMA Account Bank to withdraw amounts on deposit in the GCFP Sub-Account on a daily basis and to pay such funds to or upon the order of Buyer to the extent necessary to reduce the aggregate outstanding Repurchase Price of all Purchased Loans sold by BuyerSeller to Fxxxxx Mae and all other related Obligations to zero. Provided no Default or Event of Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income (including any FNMA Loan Purchase Proceeds—GCFP remaining after giving effect to Buyer’s application on such Repurchase Date of amounts on deposit in the GCFP Sub-Account as described in the immediately preceding sentence) is received by Buyer in the Collection Account or in the GCFP Sub-Account (or a servicer on its behalf) either (i) transfer (or permit the servicer or Seller to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Loans sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller or Default has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular term The Purchaser shall be entitled to receive for application in accordance with the provisions of a Transaction extends over the date this Agreement an amount equal to all Income paid or distributed on which Income is paid or in respect of the Purchased Items, which amount shall be deposited by the Seller, each Servicer and each PSA Servicer and all other applicable Persons into the Collection Account. The Seller hereby agrees to instruct each Servicer, PSA Servicer, Swap Counterparty, each counterparty under any other Interest Rate Protection Agreement and all other applicable Persons to transfer all Income with respect to the Purchased Loan Items in accordance with Subsection 5.1(e) of this Agreement, who shall hold any funds so received pending application pursuant to the following sentence. On each Payment Date, any amounts received by the Purchaser and deposited to the Collection Account since the immediately preceding Payment Date shall be applied as follows: first, to the extent not paid, to the payment of all outstanding fees, costs and expenses due to the Custodian under the Custodial Fee Letter, second, to the payment of all fees, costs, expenses and advances then due to the Purchaser pursuant to the Repurchase Documents, other than the items covered in third through ninth; third, to the payment of outstanding Late Payment Fees and Price Differential at the Post-Default Rate, fourth, pari passu and pro-rata (based on the amounts owed to such Persons under this clause fourth), to the payment of accrued and unpaid Price Differential on the Purchased Assets then due to the Purchaser and to the Swap Counterparty any Net Swap Payments then due to the Swap Counterparty for the current and any prior Payment Dates (other than Swap Breakage Costs); fifth, to the extent not previously paid by the Seller, to pay the Repurchase Price for Purchased Assets then subject to that Transactiona request to repurchase in accordance with the terms of Section 2.3 of this Agreement; sixth, without limiting the Seller’s obligations to cure Margin Deficits in a timely manner in accordance with Section 2.7 of this Agreement, to the Purchaser for the payment of, as applicable, any Margin Deficit outstanding; seventh, to the extent any Income includes payments or prepayments of principal on the underlying Purchased Assets, such Income payments shall be applied to reduce the property aggregate Repurchase Price outstanding; provided, however, prior to an Event of Buyer. Notwithstanding the foregoing, Default and provided no Margin Deficit is outstanding, only an amount equal to the product of the Advance Rate and the amount of such principal payment or prepayment shall be applied to reduce the Repurchase Price outstanding for the related Transaction; eighth, without limiting the Seller’s obligations under Section 2.4 of this Agreement and to the extent not paid previously by the Seller, to the Purchaser for the reduction of the Purchase Price outstanding in accordance with Section 2.4 of this Agreement; ninth, pari passu and pro-rata (based on the amounts owed to such Persons under this clause ninth), to the payment of Breakage Costs, if any, Swap Breakage Costs, if any, Indemnified Amounts, if any, Increased Costs, if any, Additional Amounts, if any, and all other amounts then due and owing to the Purchaser, the Swap Counterparty, any Affected Party or any other Person pursuant to the Repurchase Documents; and tenth, the remainder to the Seller, for such purposes as the Seller shall determine in its discretion, subject to the Financial Covenants and other requirements of the Repurchase Documents; provided, however, that if a Margin Deficit, Default or Event of Default has occurred and is continuing, Buyer agrees that Seller amounts collected pursuant to this Section 2.8 of this Agreement shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer the Seller but shall be retained by Seller upon termination the Purchaser and applied in reduction of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paidObligations.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of BuyerBuyers. Notwithstanding the foregoing, and provided no Default or Event of Default has occurred and is continuing, Buyer agrees Buyers agree that the applicable Seller shall be entitled to receive an amount equal to all Income received paid in respect of the any Purchased Loans, whether by Buyer, Custodian or any servicer or any other PersonLoan, which is not otherwise received by such Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to BuyerBuyers; provided that any Income received by or on behalf of a Seller while the related Transaction is outstanding shall be deemed to be held by such Seller solely in trust for Buyer Buyers pending the repurchase on the related Repurchase Date; provided further that upon . If a Default or an Event of Default has occurred and is continuing, the occurrence of a default, Seller Sellers shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by BuyerAccount. Provided no Default or Event of Default has occurred, Buyer Buyers shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer Buyers shall reasonably determine in its their sole discretion), on the Repurchase Date following the date any such Income is received by Buyer Buyers (or a servicer on its their behalf) either (i) transfer (or permit the servicer to transfer) to the applicable Seller such Income with respect to any Purchased Loans subject to such Transaction, Transaction or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer Buyers by the applicable Seller upon termination of such Transaction. Buyer Buyers shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith the applicable Seller transfers to Buyer Buyers cash or Additional Purchased Loans sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller or Servicer while the related Transaction is outstanding shall be and shall be deemed to be held by Seller or Servicer solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon . Upon the occurrence and during the continuation of a defaultan Event of Default, Seller shall either (i) hold all such Income in Seller shall deposit into the Collection Account or Account, within two (2) Business Days of receipt, all Income received with respect to each Purchased Loan, and (ii) at the sole option of Buyer, Seller shall cause all such Income received with respect to the Purchased Assets by any Servicer to be remitted directly to the account designated by BuyerCollection Account. Provided In no Default has occurred, event shall Seller deposit any of its own funds into the Collection Account or otherwise commingle its own funds with funds belonging to Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence owner of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date Purchased Loans. At all times following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination occurrence of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default Default, Seller shall remit to Buyer all Income and any funds in the Collection Account as instructed by Buyer in writing. Such remittances shall be by wire transfer in accordance with respect to Seller has occurred and is then continuing at the time such Income is paidwire transfer instructions provided by Buyer.

Income Payments. Where a particular term (a) Notwithstanding that Agent and Seller intend that the Transactions hereunder be sales to Agent for the benefit of a Transaction extends over Buyers of the date Purchased Assets for all purposes except accounting and tax purposes, Seller shall pay to the Agent for the benefit of the Buyers accreted value of the Price Differential (less any amount of such Price Differential previously paid by Seller to Agent for the benefit of the Buyers) on which Income is the Payment Date; provided that the Price Differential may be paid-in-kind up to the Maximum PIK Amount by increasing the Repurchase Price by an amount equal to the accreted value of the Price Differential (less any amount of such Price Differential previously paid in respect by Seller to Agent for the benefit of any Purchased Loan subject to that Transaction, the Buyers) and such Income Price Differential shall be deemed paid on such Payment Date upon such increase (any such Price Differential so paid, the property of Buyer“PIK Price Differential”). Notwithstanding Any PIK Price Differential shall be added to the foregoing, Repurchase Price for the applicable Mortgage Loans for which such Price Differential has accrued and provided no Default has occurred and is continuing, Buyer agrees shall accrue Price Differential at the applicable Pricing Rate applicable to the related Tranche. In the event that the Seller shall be entitled to receive an pay PIK Price Differential on any Payment Date, then the Seller shall deliver a notice to the Agent for the benefit of the Buyers not less than [***] prior to such Payment Date, which notice shall state the total amount of Price Differential to be paid on such Payment Date and the amount of such Price Differential to be paid as PIK Price Differential. Notwithstanding the preceding sentence, if Seller fails to pay (whether in cash or in-kind) all or part of the Price Differential then due by [***] (New York City time) on any Payment Date, the Pricing Rate shall be equal to all Income the Post-Default Rate until the Price Differential then due is received in respect full by Agent for the benefit of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paidBuyers.

Income Payments. Where a particular term of a Transaction extends over Unless otherwise agreed to in this Agreement or the date on which Income is paid in respect of any Purchased Loan subject to that TransactionMaster Treasury Management Agreement, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income received paid or distributed on or in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which Securities that is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans Securities had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any such Income is received by Buyer (paid or a servicer on its behalf) distributed either (i) transfer (to or permit credit to the servicer to transfer) to account of Seller such Income with respect to any Purchased Loans Securities subject to such Transaction, Transaction or (ii) if a Margin Deficit then existswith respect to Income paid in cash, apply the Income payment or payments to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences sentence (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Securities sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paidpaid or distributed.‌ Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller shall be deemed to have pledged to Buyer as security for the performance by Seller of its obligations under each such Transaction, and shall be deemed to have granted to Buyer a security interest in, of all Purchased Securities with respect to all Transactions hereunder and all Income thereon and other proceeds thereof.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan Asset subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default or Event of Default has occurred and is continuing, Buyer agrees that Seller shall be entitled to receive an amount equal to all Income (other than any Third Party Loan Purchase Proceeds) received in respect of the Purchased LoansAssets, whether by Buyer, Custodian Custodian, Disbursement Agent or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans Assets had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income (other than any Third Party Loan Purchase Proceeds) in the Collection Account. Seller shall deposit all Income (other than any Third Party Loan Purchase Proceeds) received by it into the Collection Account or within three (ii3) at the sole option Business Days of Buyer, cause Seller’s receipt thereof. Seller shall direct all such Income third party purchasers to be remitted deposit directly to the Third Party Loan Purchase Proceeds Account the purchase price and all other amounts that relate to any third party’s purchase from Seller from time to time of Purchased Assets that are subject to Transactions under this Agreement. The Third Party Loan Purchase Proceeds Account Bank shall transfer, on each Business Day, or more often at the discretion of Seller, all amounts held in the Third Party Loan Purchase Proceeds Account to an account designated by Buyer. Provided no Default or Event of Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income (including any Third Party Loan Purchase Proceeds remaining after giving effect to Buyer’s application on such Repurchase Date of amounts that were deposited in the Third Party Loan Purchase Proceeds Account as described in this Section 7) is received by Buyer in the Collection Account or in the Third Party Loan Purchase Proceeds Account (or a servicer on its behalf) either (i) transfer (or permit the servicer or Seller to transfer) to Seller such Income with respect to any Purchased Loans Assets subject to such Transaction and with respect to any asset of Seller that is no longer subject to a Transaction, or (ii) if (x) a Margin Deficit then exists, or (y) any other Obligations then due and owing by Seller to Buyer have not been paid in full, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences sentence (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Assets sufficient to eliminate such Margin Deficit, or (B) any other Obligations then due and owing by Seller to Buyer remain unpaid unless Seller shall transfer to Buyer cash in an amount sufficient to satisfy such Obligations, or (C) if a Default or an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that the related Seller shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loans, whether by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by such Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Such Seller while the related Transaction is outstanding shall be deemed to be held by such Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, such Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by BuyerAccount. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to the related Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by such Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith the related Seller transfers to Buyer cash or Additional Purchased Loans sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to such Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular term (a) Notwithstanding that Buyer and Seller intend that the Transactions hereunder be sales to Buyer of a Transaction extends over the date Purchased Assets for all purposes except accounting and tax purposes, Seller shall pay to Buyer the accreted value of the Price Differential (less any amount of such Price Differential previously paid by Seller to Buyer) on which Income is the Payment Date; provided that the Price Differential may be paid-in-kind up to the Maximum PIK Price Differential by increasing the Repurchase Price by an amount equal to the accreted value of the Price Differential (less any amount of such Price Differential previously paid in respect of any Purchased Loan subject by Seller to that Transaction, Buyer) and such Income Price Differential shall be deemed paid on such Payment Date upon such increase (any such Price Differential so paid, the property of Buyer“PIK Price Differential”). Notwithstanding Any PIK Price Differential shall be added to the foregoing, Purchase Price for the applicable Mortgage Loans for which such Price Differential has accrued and provided no Default has occurred and is continuing, Buyer agrees shall accrue Price Differential at the applicable Pricing Rate applicable to the related Tranche. In the event that the Seller shall be entitled to receive an pay PIK Price Differential on any Payment Date, then the Seller shall deliver a notice to the Buyer not less than [***] prior to such Payment Date, which notice shall state the total amount of Price Differential to be paid on such Payment Date and the amount of such Price Differential to be paid as PIK Price Differential. Notwithstanding the preceding sentence, if Seller fails to pay (whether in cash or in-kind) all or part of the Price Differential then due by [***] (New York time) on any Payment Date, the Pricing Rate shall be equal to all Income the Post-Default Rate until the Price Differential then due is received in respect of the Purchased Loans, whether full by Buyer, Custodian or any servicer or any other Person, which is not otherwise received by Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid.

Income Payments. Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Loan Asset subject to that Transaction, such Income shall be the property of the Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, the Buyer agrees that Seller the Sellers shall be entitled to receive an amount equal to all Income received in respect of the Purchased Loansreceived, whether by the Buyer, Custodian or any servicer the Custodian, the Servicer or any other Person, which is not otherwise received by Sellerthe Sellers, in respect of the Purchased Assets, to the full extent it would be so entitled if the Purchased Loans Assets had not been sold to the Buyer; provided that any Income received by Seller the Sellers or the Servicer while the related Transaction is outstanding shall be deemed to be held by Seller the Sellers or the Servicer, as applicable, solely in trust for the Buyer pending the repurchase on the related Repurchase Date; provided further that the Sellers shall cause the Servicer to hold all such Income for the benefit of the Buyer and upon remittance by the Servicer to the Sellers of all such amounts, the Sellers shall (a) prior to the occurrence of an Event of Default, promptly deposit or cause the prompt deposit of all such Income which consists of prepayments of principal in full or in part with respect to the Purchased Assets, and (b) upon the occurrence of a defaultand during the continuance of an Event of Default promptly deposit or cause the prompt deposit of all Income with respect to the Purchased Assets, Seller shall either (i) hold all such Income in the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyerestablished hereunder. Provided no Default has occurred, the Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as the Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any such Income is received by the Buyer (or a the servicer on its behalf) either (i) transfer (or permit the servicer Servicer to transfer) to Seller such the Sellers any Income held in the Collection Account with respect to any Purchased Loans Assets subject to such Transaction, or (ii) if a Margin Market Value Deficit then exists, apply the all such Income payment to reduce the amount, if any, to be transferred to the Buyer by Seller the Sellers upon termination of such Transaction. The Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Market Value Deficit, unless prior thereto or simultaneously therewith Seller transfers the Sellers transfer to the Buyer cash or Additional Purchased Assets sufficient to eliminate such Margin Market Value Deficit, or (B) if an Event of Default with respect to Seller the Sellers has occurred and is then continuing at the time such Income is paid.

Income Payments. Where The Purchaser shall be entitled to receive for application in accordance with this Agreement an amount equal to all Income and Cash Collateral, which amounts shall be deposited by the Seller, each Servicer, each PSA Servicer, any counterparty under an Interest Rate Protection Agency and all other applicable Persons, as applicable, into the Collection Account. The Seller hereby agrees to instruct each Servicer, each PSA Servicer, each counterparty under any other Interest Rate Protection Agreement and all other applicable Persons to transfer all Income in accordance with Subsection 5.1(e) of this Agreement, each of whom shall hold any funds so received pending application pursuant to the following sentence. On each Payment Date, any amounts received by the Purchaser and deposited to the Collection Account since the immediately preceding Payment Date shall be applied as follows: FIRST, to the extent not paid, to the payment of all outstanding fees, costs and expenses due to the Custodian under the Custodial Fee Letter; SECOND, to the payment of all fees, costs, expenses and advances then due to the Purchaser pursuant to the Repurchase Documents, other than the items covered in THIRD through EIGHTH; THIRD, to the payment of outstanding Late Payment Fees and Price Differential at the Post-Default Rate; FOURTH, to the payment of accrued and unpaid Price Differential on the Purchased Assets then due to the Purchaser for the current and any prior Payment Dates; FIFTH, to the extent not previously paid by the Seller, to pay the Repurchase Price for Purchased Assets then subject to a particular term request to repurchase in accordance with the terms of Section 2.3 of this Agreement; SIXTH, without limiting the Seller’s obligations to cure Margin Deficits in a Transaction extends over timely manner in accordance with Section 2.5 of this Agreement, to the date on which Income is paid in respect Purchaser for the payment of any Margin Deficit outstanding; SEVENTH, to the extent any Income or other payments or amounts includes payments or prepayments of principal on the underlying Purchased Loan Assets (including, without limitation, proceeds from insurance and/or condemnation and recoveries from liquidation or foreclosure), such payments shall be applied to reduce the Purchase Price outstanding for the related Transaction or, in the Purchaser’s discretion, the aggregate Repurchase Price outstanding; EIGHTH, to the payment of Breakage Costs, if any, Indemnified Amounts, if any, Increased Costs, if any, Taxes, if any, Additional Amounts, if any, Due Diligence Costs, if any, and all other amounts then due and owing to the Purchaser, any Affected Party or any other Person pursuant to the Repurchase Documents; and NINTH, the remainder to the Seller, for such purposes as the Seller shall determine in its discretion, subject to the other requirements of the Repurchase Documents; provided, however, that Transactionif the Facility Maturity Date has occurred or a Margin Deficit, such Income shall be the property Default or Event of Buyer. Notwithstanding the foregoing, and provided no Default has occurred and is continuing, Buyer agrees that Seller no amounts shall be entitled transferred to receive an amount equal to all Income received the Seller but, instead, such amounts shall be retained by the Purchaser and applied in respect reduction of the Purchased LoansObligations. Notwithstanding anything to the contrary contained herein, whether by Buyerin the event any Borrower Reserve Payments are deposited into the Collection Account, Custodian or any servicer or any other Personsuch Borrower Reserve Payments shall, which is not otherwise received by upon written request of the Seller, to the full extent it would be so entitled if the Purchased Loans had not been sold to Buyer; provided that any Income received by Seller while the related Transaction is outstanding shall be deemed to be held by Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date; provided further that upon the occurrence of a default, Seller shall either (i) hold all such Income in promptly transferred from the Collection Account or (ii) at the sole option of Buyer, cause all such Income to be remitted directly to the account designated by Buyer. Provided no Default has occurred, Buyer shall, as Operating Account for the parties may agree with respect Seller to any Transaction (or, in transfer into the absence of any such agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date any Income is received by Buyer (appropriate escrow or a servicer on its behalf) either (i) transfer (or permit the servicer to transfer) to Seller such Income with respect to any Purchased Loans subject to such Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentences (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paidreserve accounts.