Common use of Income Payments Clause in Contracts

Income Payments. Where a particular Transaction's term extends over an Income payment date on the Securities subject to that Transaction, Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is payable either (i) transfer to or credit to the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities subject to such Transaction or (ii) apply the Income payment or payments to reduce the amount to be transferred to Buyer by Seller upon termination of the Transaction. Buyer shall not be obligated to take any action pursuant to the preceding 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 (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all such Income to Seller.

Income Payments. Where a particular Transaction's term extends over an Income payment date on the Securities subject to that Transaction, Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is payable either (i) transfer to or credit Subject to the account of conditions set forth below, Seller shall be entitled to receive an amount equal to such all Income payment paid or payments distributed on or in respect of the Purchased Assets that is not otherwise received by Seller, to the full extent it would be so entitled if the Mortgage Assets had not been sold to Buyer. Notwithstanding the foregoing, Seller hereby agrees (i) to instruct each applicable trustee, Servicer or other party acting as paying agent with respect to any Purchased Securities subject the related Eligible Asset, to such Transaction or transfer all Income with respect thereto directly to Buyer for deposit into the Collection Account within two (2) Business Days after receipt thereof and (ii) apply the Income payment or to itself make, and to instruct each counterparty to any Interest Rate Protection Agreement to deliver, any payments from time to reduce the amount to be transferred time due and payable under such Interest Rate Protection Agreement directly to Buyer by Seller upon termination for deposit into the Collection Account. On each Payment Date, any amounts on deposit in the Collection Account in respect of a Purchased Asset shall be applied as follows: first, to the Transaction. payment of all fees, expenses, and other obligations then due to Buyer shall not be obligated to take any action and/or its Affiliates pursuant to the preceding 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 other than the case Pricing Differential and Repurchase Price on the Purchased Assets; second, pro rata, to the payment of Transactions involving Securities that are Mortgage Loans, Seller shall be deemed accrued and unpaid Pricing Differential on such Purchased Asset and any amounts (other than breakage costs) then due and payable 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 an Affiliated Hedge Counterparty under any Interest Rate Protection Agreement related to such Mortgage Loans. Seller shall service Purchased Asset; third, pro rata, to the Mortgage Loans, or supervise the servicing payment of the Mortgage Loans, Repurchase Price for the benefit of Buyer such Purchased Asset then subject to a request to repurchase in accordance with the terms of the Servicing Agreement. On the 10th day of each monthSection 3.04 and, Seller will provide Buyer with reports substantially identical in form to FNMA's form 2010 remittance report solely with respect to all Mortgage Loans then involved in any Transaction hereunder. Within three business days of its receipt of each Interest Rate Protection Agreement with an Affiliated Hedge Counterparty related to such reportPurchased Asset, Buyer either (i) to any accrued and unpaid breakage costs under such Interest Rate Protection Agreement related to such Purchased Asset; and fourth, to the Operating Account, for such purposes as Seller shall determine in its sole discretion; provided, that if a Margin Deficit Deficit, Default or Event of Default has occurred and direct Seller is continuing, amounts on deposit in the Collection Account shall not be transferred to pay 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 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 all Income received in or its Affiliates under the period covered by such report to terms of the extent of such Margin Deficit, in which case Buyer shall be deemed to Repurchase Documents have released any excess Income to Seller, or (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all such Income to Sellerbeen timely paid.

Income Payments. Where a particular Transaction's term extends over an Income payment date on The Deal Agent as agent for the Securities subject Secured Parties shall be entitled to that Transaction, Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is payable either (i) transfer to or credit to the account of Seller receive an amount equal to all Income paid or distributed on or in respect of the Purchased Items, 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 payment or payments with respect to the Purchased Items directly into the Collection Account. On each Payment Date, any Purchased Securities subject 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 Transaction or (ii) apply Persons under this clause FIRST), to the Income payment or payments of all fees, expenses, and other obligations then due to reduce the amount to be transferred to Buyer by Seller upon termination of the Transaction. Buyer shall not be obligated to take any action Purchaser pursuant to this Agreement and/or the preceding sentence 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 that not paid by the Seller, to the 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 action would result in Persons under this clause THIRD), to 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 Purchaser 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 any Affected Party for the benefit ofpayment of accrued and unpaid Price Differential on the Purchased Assets and Late Payment Fees outstanding; Master Repurchase Agreement (VFCC and Arbor) 44 FOURTH, pari passu and in trust for, Buyer all Income, including without limitation all scheduled and unscheduled principal and interest payments, received by Seller with respect pro–rata (based on the amounts owed to such Mortgage Loans. Seller shall service Persons under this clause FOURTH), to the Mortgage Loansextent not previously paid pursuant to Section 2.3 or Section 2.16, to the Purchaser or supervise the servicing of Swingline Purchaser, as applicable, to pay the Mortgage Loans, Repurchase Price for the benefit of Buyer 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 Servicing Agreement. On amounts owed to such Persons under this clause FIFTH), without limiting the 10th day 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 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 includes payments or prepayments of each monthprincipal 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; SEVENTH, pari passu and pro–rata (based on the 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 Documents; and EIGHTH, to the Operating Account, for such purposes as the 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 in its sole discretion; provided, however, that if a Margin Deficit is outstanding or a Default or Event of Default has occurred and direct is continuing, such amounts shall not be transferred to the 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 Borrower Reserve Payments shall, upon written request of the Seller, be promptly transferred from the Collection Account to the Operating Account for the Seller to pay to Buyer all Income received in transfer into 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, appropriate escrow or (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all such Income to Sellerreserve accounts.

Income Payments. Where a particular Transaction's term extends over an Income payment date on The Purchaser shall be entitled to receive for application in accordance with the Securities subject to that Transaction, Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence provisions of any agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is payable either (i) transfer to or credit to the account of Seller this Agreement an amount equal to such all Income payment paid or payments distributed on 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 any the Purchased Securities subject to such Transaction or (iiItems in accordance with Subsection 5.1(e) apply the Income payment or payments to reduce the amount to be transferred to Buyer by Seller upon termination of the Transaction. Buyer shall not be obligated to take any action pursuant to the preceding 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 who shall hold any funds so received pending application pursuant to the case of Transactions involving Securities that are Mortgage Loansfollowing sentence. On each Payment Date, Seller any amounts received by the Purchaser and deposited to the Collection Account since the immediately preceding Payment Date shall be deemed applied as follows: first, to hold 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 benefit ofcurrent and any prior Payment Dates (other than Swap Breakage Costs); fifth, and in trust forto the extent not previously paid by the Seller, 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 pay the Mortgage Loans, or supervise the servicing of the Mortgage Loans, Repurchase Price for the benefit of Buyer Purchased Assets then subject to a request to repurchase in accordance with the terms of Section 2.3 of this Agreement; sixth, without limiting the Servicing Seller’s obligations to cure Margin Deficits in a timely manner in accordance with Section 2.7 of this Agreement. On , to the 10th day Purchaser for the payment of, as applicable, any Margin Deficit outstanding; seventh, to the extent any Income includes payments or prepayments of each monthprincipal on the underlying Purchased Assets, such payments shall be applied to reduce the aggregate Repurchase Price outstanding; provided, however, prior to an Event of 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 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 in its discretion, subject to the Financial Covenants and other requirements of the Repurchase Documents; provided, however, that if a Margin Deficit Deficit, Default or Event of Default has occurred and direct Seller is continuing, amounts collected pursuant to pay to Buyer all Income received in the period covered by such report this Section 2.8 of this Agreement shall not be transferred to the extent of such Margin Deficit, in which case Buyer Seller but shall be deemed to have released any excess Income to Seller, or (ii) shall determine that a Margin Deficit has not occurred, retained by the Purchaser and applied in which case Buyer shall be deemed to have released all such Income to Sellerreduction of the Obligations.

Income Payments. (a) Where a particular Transaction's ’s term extends over an Income payment a date on which Income is received with respect to the Securities subject Purchased Assets related to that Transaction, Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is payable either (i) transfer to or credit to shall be the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities subject to such Transaction or (ii) apply the Income payment or payments to reduce the amount to be transferred to Buyer by Seller upon termination property of the TransactionBuyer. Buyer The Sellers shall not be obligated to take any action pursuant to the preceding 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, the Buyer all Income, including including, without limitation limitation, all scheduled Income received by or on behalf of the Sellers with respect to such Purchased Assets. The Sellers shall, or shall instruct the Servicer to, deposit such Income in a deposit account (the title of which shall indicate that the funds therein are being held in trust for the Buyer) (the “Blocked Account”) with the Bank and unscheduled which is subject to the Blocked Account Agreement. For purposes hereof, Income shall include, 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 by Seller with respect to the Purchased Assets. All such Mortgage Loans. Seller Income shall service be held in trust for the Mortgage LoansBuyer, or supervise shall constitute the servicing property of the Mortgage LoansBuyer and shall not be commingled with other property of the Sellers, any 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 benefit of Buyer. The Buyer may at any time, by notice delivered to the Bank, block the Blocked Account in accordance with the terms of the Servicing Blocked Account Agreement. On Until 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 delivers to the extent of such Margin DeficitBank instructions to the contrary, in which case Buyer the Sellers shall be deemed permitted to have released any excess Income to Sellermake 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 (ii3) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all such Income to Sellerdays after receipt thereof.

Income Payments. Where a particular Transaction's term extends over an Income payment date on the Securities subject The Purchaser shall be entitled to that Transaction, Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is payable either (i) transfer to or credit to the account of Seller receive an amount equal to all Income paid or distributed on or in respect of the Purchased Items, 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 payment or payments with respect to the Purchased Items directly into the Collection Account. On each Payment Date, any Purchased Securities subject amounts on deposit in the Collection Account shall be withdrawn by the Purchaser and shall be applied as follows: FIRST, to such Transaction or (ii) apply the Income payment or payments of all fees, expenses, and other obligations then due to reduce the amount to be transferred to Buyer by Seller upon termination of the Transaction. Buyer shall not be obligated to take any action Purchaser pursuant to this Agreement (including, without limitation, the preceding sentence 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 that such action would result in not paid by the creation Seller, to the 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 Assets and Late Payment Fees outstanding; FOURTH, to the extent not previously paid pursuant to Section 2.3, to pay the Repurchase Price for Purchased Assets then subject to a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers request 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 repurchase in accordance with the terms of Section 2.3; FIFTH, without limiting the Servicing Agreement. On 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 in this Article II, to the 10th day Purchaser for the payment of, as applicable, any Margin Deficit or Purchase Price outstanding; SIXTH, to the extent any Income includes payments or prepayments of each monthprincipal 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; SEVENTH, to 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 such purposes as the 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 in its sole discretion. provided, however, that if a Margin Deficit is outstanding or an Unmatured Termination Event or Termination Event has occurred and direct is continuing, such amounts shall not be transferred to the 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 Borrower Reserve Payments shall, upon written request of the Seller, be promptly transferred from the Collection Account to the Operating Account for the Seller to pay to Buyer all Income received in transfer into 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, appropriate escrow or (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all such Income to Sellerreserve accounts.

Income Payments. Where a particular Transaction's term of a Transaction extends over an Income payment the date on the Securities 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 Seller shall 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 within three (3) Business Days of Seller’s receipt thereof. Seller shall direct FNMA to deposit all FNMA Loan Purchase Proceeds directly into the FNMA Loan Purchase Account. In addition, Seller shall direct FNMA Account Bank to deposit directly to the 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 Seller 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 such 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 Income Repurchase Date of amounts on deposit in the RBS Sub-Account as described in the immediately preceding sentence) is payable 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 or credit transfer) to the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities Loans subject to such Transaction Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment or payments to reduce the amount amount, if any, to be transferred to Buyer by Seller upon termination of the such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentence 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 Securities Loans 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 (B) if an Event 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 Default or Default has occurred and direct Seller to pay to Buyer all Income received in is then continuing at 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 (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all time such Income to Selleris paid.

Income Payments. Where a particular Transaction's term of a Transaction extends over an Income payment the date on the Securities which Income is paid in respect of any Purchased Assets subject to that Transaction, such Income shall be the property of Buyer. Notwithstanding the foregoing, Buyer shallagrees that prior to the occurrence of a Default, as the parties may agree related Seller shall be entitled to receive an amount equal to all Income received, whether by the Guarantor, Buyer or any servicer or any other Person, which is not otherwise received by the related Seller, in respect of the Purchased Assets; provided, however, that any income received by or on behalf of the related Seller while the related Transaction is outstanding shall be deemed held by the related Seller solely in trust for Buyer pending the repurchase on the related Repurchase Date. Notwithstanding anything to the contrary in this Section 7, with respect to each NIM security that becomes subject to Transactions on any Purchase Date on which the aggregate outstanding Purchase Price with respect to NIM securities (after giving effect to such Transaction) is greater than $[ ], all Income with respect to such Transaction (or, in NIM security shall be held by the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the date Buyer. Any such Income is payable either received by the related Seller (ior its Affiliate) transfer with respect to or credit such NIM security shall be remitted by the related Seller to the account Buyer within one (1) Business Day of Seller an amount equal to receipt. All such Income payment or payments received by the Buyer with respect to any Purchased Securities such NIM security prior to a Repurchase Date shall be applied on such Repurchase Date as follows: (i) first, to satisfy any fees or expenses owed to the Buyer under the Program Documents, (iii) second, to satisfy any accrued but unpaid Price Differential, (iii) third, to pay the Repurchase Price owed to Buyer in connection with each Transaction terminating on such Repurchase Date (unless, and to the extent, such Transaction is automatically subject to such a new Transaction or pursuant to Section 3(b)), and (iiiv) apply the Income payment or payments fourth, to reduce the amount amount, if any, to be transferred to Buyer by the related Seller upon termination of the Transaction. Buyer shall not be obligated to take any action pursuant to the preceding 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 all 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 (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all such Income to Seller.

Income Payments. Where a particular Transaction's term extends over an Income payment date on (a) On or before the Securities subject to that TransactionClosing Date, Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence of any agreement, as Sellers and Buyer shall reasonably determine in its discretion), on the date such Income is payable either (i) transfer to or credit to the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities subject to such Transaction or (ii) apply the Income payment or payments to reduce the amount to be transferred to Buyer by Seller upon termination of the Transaction. Buyer shall not be obligated to take any action pursuant to the preceding 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 establish 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 maintain for the benefit ofof Buyer, with a bank reasonably acceptable to Buyer, a deposit account (each a “Collection Account”) in connection with and relating to each Servicing Agreement or related sub-servicing agreement. On or before the Closing Date, Sellers and Buyer shall establish and maintain with the Remittance Account Bank a deposit account 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 name of the Mortgage Loans, Sellers for the benefit of Buyer and under the sole control of Buyer with respect to which the Remittance Account Control Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Remittance Account”). On or before the date that is thirty (30) days following the December 2022 Amendment Date (such date, the “Hedge Margin Payment Account Dominion Date”), Sellers and Buyer shall establish and maintain with the Remittance Account Bank a deposit account in the name of Sellers for the benefit of Buyer and under the sole control of Buyer with respect to which the Hedge Margin Payment Account Control Agreement shall have been executed (such account, together with any replacement or successor thereof, the “Hedge Margin Payment Account”). Each Seller shall cause all Income with respect to the Purchased Loans to be deposited in the applicable Collection Account. Each Seller shall cause all cash delivered under Section 4 to be deposited in the Remittance Account. In furtherance of the foregoing, all Income in respect of the Purchased Loans shall be the property of Buyer and shall be deposited directly into the applicable Collection Account. All deposits contained in each Collection Account on each applicable Servicer Remittance Date will be transferred to the Remittance Account 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 (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all such Income to SellerSection 21(d).

Income Payments. Where a particular Transaction's term extends over an Income payment date on the Securities subject The Purchaser shall be entitled to that Transaction, Buyer shall, as the parties may agree receive for application in accordance with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is payable either (i) transfer to or credit to the account of Seller this Agreement an amount equal to such all Income payment or payments 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 respect to any Purchased Securities subject to such Transaction or (iiSubsection 5.1(e) apply the Income payment or payments to reduce the amount to be transferred to Buyer by Seller upon termination of the Transaction. Buyer shall not be obligated to take any action pursuant to the preceding 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 each of whom shall hold any funds so received pending application pursuant to the case of Transactions involving Securities that are Mortgage Loansfollowing sentence. On each Payment Date, Seller any amounts received by the Purchaser and deposited to the Collection Account since the immediately preceding Payment Date shall be deemed applied as follows: FIRST, to hold 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 benefit ofcurrent and any prior Payment Dates; FIFTH, and in trust forto the extent not previously paid by the Seller, 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 pay the Mortgage Loans, or supervise the servicing of the Mortgage Loans, Repurchase Price for the benefit of Buyer Purchased Assets then subject to a request to repurchase in accordance with the terms of Section 2.3 of this Agreement; SIXTH, without limiting the Servicing Seller’s obligations to cure Margin Deficits in a timely manner in accordance with Section 2.5 of this Agreement. On , to the 10th day Purchaser for the payment of each monthany Margin Deficit outstanding; SEVENTH, to the extent any Income or other payments or amounts includes payments or prepayments of principal on the underlying Purchased 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 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 in its discretion, subject to the other requirements of the Repurchase Documents; provided, however, that if the Facility Maturity Date has occurred or a Margin Deficit Deficit, Default or Event of Default has occurred and direct is continuing, no amounts shall be transferred to the Seller but, instead, such amounts shall be retained by the Purchaser and applied in reduction of the Obligations. Notwithstanding anything to the contrary contained herein, in the event any Borrower Reserve Payments are deposited into the Collection Account, such Borrower Reserve Payments shall, upon written request of the Seller, be promptly transferred from the Collection Account to the Operating Account for the Seller to pay to Buyer all Income received in transfer into 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, appropriate escrow or (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all such Income to Sellerreserve accounts.

Income Payments. Where a particular Transaction's term extends over an Income payment date on The Deal Agent as agent for the Securities subject Secured Parties shall be entitled to that Transaction, Buyer shall, as receive for application in accordance with the parties may agree with respect to such Transaction (or, in the absence provisions of any agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is payable either (i) transfer to or credit to the account of Seller this Agreement an amount equal to such all Income payment paid or payments distributed on 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 any the Purchased Securities subject to such Transaction or (iiItems in accordance with Subsection 5.1(e) apply the Income payment or payments to reduce the amount to be transferred to Buyer by Seller upon termination of the Transaction. Buyer shall not be obligated to take any action pursuant to the preceding 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 who shall hold any funds so received pending application pursuant to the case of Transactions involving Securities that are Mortgage Loansfollowing sentence. On each Payment Date, Seller any amounts received by the Deal Agent and deposited to the Collection Account since the immediately preceding Payment Date shall be deemed applied as follows: first, to hold 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 benefit ofcurrent and any prior Payment Dates (other than Swap Breakage Costs); fifth, pari passu and in trust for, Buyer all Income, including without limitation all scheduled and unscheduled principal and interest payments, received by Seller with respect pro-rata (based on the amounts owed to such Mortgage Loans. Seller shall service Persons under this clause fifth), to the Mortgage Loansextent not previously paid by the Seller, or supervise to pay the servicing of the Mortgage Loans, Repurchase Price for the benefit of Buyer Purchased Assets then subject to a 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 Servicing 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. On , to the 10th day 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 each monthprincipal on the underlying Purchased Assets, such payments shall be applied to reduce the aggregate Repurchase Price outstanding; provided, however, prior to an Event of 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 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 in its discretion, subject to the Financial Covenants and other requirements of the Repurchase Documents; provided, however, that if a Margin Deficit Deficit, Default or Event of Default has occurred and direct Seller is continuing, amounts collected pursuant to pay to Buyer all Income received in the period covered by such report this Section 2.8 of this Agreement shall not be transferred to the extent of such Margin Deficit, in which case Buyer Seller but shall be deemed to have released any excess Income to Seller, or (ii) shall determine that a Margin Deficit has not occurred, retained by the Deal Agent as agent for the Secured Parties and applied in which case Buyer shall be deemed to have released all such Income to Sellerreduction of the Obligations.

Income Payments. Where a particular Transaction's term of a Transaction extends over an Income payment the date on the Securities which Income is paid in respect of any Purchased Loan subject to that Transaction, Buyer such Income shall be the property of Buyers. Notwithstanding the foregoing, and provided no Default or Event of Default has occurred and is continuing, Buyers agree that the applicable Seller shall be entitled to receive an amount equal to all Income paid in respect of any Purchased Loan, 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 Buyers; 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 Buyers pending the repurchase on the related Repurchase Date. If a Default or an Event of Default has occurred and is continuing, the Sellers shall hold all Income in the Collection Account. Provided no Default or Event of Default has occurred, Buyers shall, as the parties may agree with respect to such 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 such Income is payable received by Buyers (or a servicer on their behalf) either (i) transfer (or permit the servicer to or credit transfer) to the account of applicable Seller an amount equal to such Income payment or payments with respect to any Purchased Securities Loans subject to such Transaction or (ii) if a Margin Deficit then exists, apply the Income payment or payments to reduce the amount amount, if any, to be transferred to Buyer Buyers by the applicable Seller upon termination of the such Transaction. Buyer Buyers shall not be obligated to take any action pursuant to the preceding sentence 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 Securities Loans sufficient to eliminate such Margin Deficit. Notwithstanding the foregoing and except as provided in Paragraph 11 , or (B) if an Event 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 Default 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 is then continuing at 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 (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all time such Income to Selleris paid.

Income Payments. (l) Where a particular Transaction's term of a Transaction extends over an Income payment the date on the Securities 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, 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 the Seller shall hold all such Income in the Collection Account, subject to Seller’s right to withdraw such Income from the Collection Account. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the Repurchase Date or any date such on which the Seller repurchases the Purchased Loans, following the date any Income is payable received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to or credit transfer) to the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities Loans subject to such Transaction Transaction, or (ii) apply the if a Margin Deficit then exists, hold such Income payment or payments to reduce the amount to as cash margin (which shall be transferred to Buyer deemed posted by Seller upon termination of to satisfy such Margin Deficit and held pursuant to Section 6) by the TransactionSeller. Buyer shall not be obligated to take any action pursuant to the preceding sentence 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 Additional Purchased Securities Substitute Loans sufficient to eliminate such Margin Deficit. Notwithstanding the foregoing and except as provided in Paragraph 11 , or (B) if an Event 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 Default with respect to such Mortgage Loans. the 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 is then continuing at 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 (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all time such Income to Selleris paid.

Income Payments. Where a particular Transaction's term extends over an Income payment date on the Securities subject The Purchaser shall be entitled to that Transaction, Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is payable either (i) transfer to or credit to the account of Seller receive an amount equal to all Income paid or distributed on or in respect of the Purchased Items, 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 payment or payments with respect to the Purchased Items directly into the Collection Account. On each Payment Date, any Purchased Securities subject amounts on deposit in the Collection Account shall be withdrawn by the Purchaser and shall be applied as follows: FIRST, to such Transaction or (ii) apply the Income payment or payments of all fees, expenses, and other obligations then due to reduce the amount to be transferred to Buyer by Seller upon termination of the Transaction. Buyer shall not be obligated to take any action Purchaser pursuant to this Agreement (including, without limitation, the preceding sentence Unused Fee and the Commitment Fee), other than the Price Differential and Purchase Price on the Purchased Assets; SECOND, to the extent that such action would result in not paid by the creation Seller, to the 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 Assets and Late Payment Fees outstanding; FOURTH, to the extent not previously paid pursuant to Section 2.3, to pay the Repurchase Price for Purchased Assets then subject to a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers request 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 repurchase in accordance with the terms of Section 2.3; FIFTH, without limiting the Servicing Agreement. On Seller's obligations to cure Margin Deficits in a timely manner in accordance with Section 2.7, to the 10th day Purchaser for the payment of each monthany Margin Deficit outstanding; SIXTH, to the extent any Income 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; SEVENTH, to 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 such purposes as the 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 in its sole discretion. provided, however, that if a Margin Deficit is outstanding or an Unmatured Termination Event or Termination Event has occurred and direct is continuing, such amounts shall not be transferred to the 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 Borrower Reserve Payments shall, upon written request of the Seller, be promptly transferred from the Collection Account to the Operating Account for the Seller to pay to Buyer all Income received in transfer into 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, appropriate escrow or (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all such Income to Sellerreserve accounts.

Income Payments. Where a particular Transaction's term of a Transaction extends over an Income payment the date on the Securities 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 Seller shall 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 within three (3) Business Days of Seller’s receipt thereof. Seller shall direct FNMA to deposit all FNMA Loan Purchase Proceeds directly into the FNMA Loan Purchase Account. In addition, Seller shall direct FNMA Account Bank to deposit directly to the 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 Seller 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 such 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 Income Repurchase Date of amounts on deposit in the RBS Sub-Account as described in the immediately preceding sentence) is payable 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 or credit transfer) to the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities Loans subject to such Transaction Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment or payments to reduce the amount amount, if any, to be transferred to Buyer by Seller upon termination of the such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentence 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 Securities Loans 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 (B) if an Event 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 Default or Default has occurred and direct Seller to pay to Buyer all Income received in is then continuing at 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 (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all time such Income to Seller.is paid. 31

Income Payments. Where a particular Transaction's term extends over an Income (a) Notwithstanding that Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the 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 by Seller to Buyer) plus the amount of any unpaid Margin Deficit on each Payment Date. Notwithstanding the preceding 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 date on the Securities subject is received in full by Buyer. If prior to that Transactionany Payment Date, Buyer shalldetermines 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 for all subsequent periods until such notice has been withdrawn by Buyer, shall be an alternative benchmark rate (including any mathematical or other adjustments to the benchmark rate (if any) incorporated therein) (any such rate, a “Successor Rate”), together with any proposed Successor Rate Conforming Changes, as determined by Buyer in its sole discretion. Any such determination of the parties may agree Successor Rate shall be made by Buyer in a manner substantially consistent with market practice with respect to such Transaction (or, similarly situated counterparties with substantially similar assets in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is payable either (i) transfer to or credit to the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities subject to such Transaction or (ii) apply the Income payment or payments to reduce the amount to be transferred to Buyer by Seller upon termination of the Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentence to the extent similar facilities; provided 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 standard shall only apply to repurchase transactions that are Mortgage Loans, Seller shall be deemed to hold for under 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 supervision of Buyer’s investment bank New York mortgage finance business that administers 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 (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all such Income to SellerTransactions.

Income Payments. Where a particular Transaction's term extends over an Income payment date on the Securities subject to that Transaction, Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is payable either (i) transfer to or credit Subject to the account of conditions set forth below, Seller shall be entitled to receive an amount equal to such all Income payment paid or payments distributed on or in respect of the Purchased Assets that is not otherwise received by any Seller, to the full extent it would be so entitled if the Mortgage Assets had not been sold to Buyer. Notwithstanding the foregoing, each Seller hereby agrees to instruct each applicable trustee, Servicer or other party acting as paying agent with respect to any the related Eligible Asset, to transfer all Income with respect to the Purchased Securities subject to such Transaction or (ii) apply the Income payment or payments to reduce the amount to be transferred Asset directly to Buyer by Seller upon termination for deposit into the Collection Account within two (2) Business Days after receipt thereof. On each Payment Date, any amounts on deposit in the Collection Account in respect of a Purchased Asset shall be applied as follows: first, to the Transaction. payment of all fees, expenses, and other obligations then due to Buyer shall not be obligated to take any action and/or its Affiliates pursuant to the preceding 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 other than the case Pricing Differential and Repurchase Price on the Purchased Assets; second, to the payment of Transactions involving Securities that are Mortgage Loansaccrued and unpaid Pricing Differential on such Purchased Asset; third, Seller shall be deemed to hold pay the Repurchase Price 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 such Purchased Asset then subject to such Mortgage Loans. Seller shall service the Mortgage Loans, or supervise the servicing of the Mortgage Loans, for the benefit of Buyer a request to repurchase in accordance with the terms of Section 3.04; fourth, to pay any amounts due and owing to the Servicing AgreementBuyer 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 such terms are defined in the Liquidity Facility); and sixth, to the Operating Account, for such purposes as Seller shall determine in its sole discretion; provided, that if a Margin Deficit, Default or Event of Default has occurred and is continuing, amounts on deposit in the Collection Account shall not be transferred to the Operating Account but shall remain in the Collection Account. On the 10th day of each month, Seller will provide Buyer with reports substantially identical in form to FNMA's form 2010 remittance report 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 amounts created under the Repurchase Documents, and shall be paid to the Operating Account in the priority stated above, provided 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 amounts due and direct Seller to pay payable to Buyer all Income received in or its Affiliates under the period covered by such report to terms of the extent of such Margin Deficit, in which case Buyer shall be deemed to Repurchase Documents have released any excess Income to Seller, or (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all such Income to Sellerbeen timely paid.

Income Payments. Where a particular Transaction's term extends over an Income payment date (a) Notwithstanding that Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the 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 the Securities subject to Payment Date; provided that Transaction, Buyer shall, as the parties Price Differential may agree with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is payable either (i) transfer to or credit be paid-in-kind up to the account of Seller 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 Income payment or payments with respect Price Differential previously paid by Seller to Buyer) and such Price Differential shall be deemed paid on such Payment Date upon such increase (any Purchased Securities subject such Price Differential so paid, the “PIK Price Differential”). Any PIK Price Differential shall be added to the Purchase Price for the applicable Mortgage Loans for which such Price Differential has accrued and shall accrue Price Differential at the applicable Pricing Rate applicable to the related Tranche. In the event that the Seller shall be entitled to pay PIK Price Differential on any Payment Date, then the Seller shall deliver a notice to the Buyer not less than [***] prior to such Transaction or (ii) apply Payment Date, which notice shall state the Income payment or payments total amount of Price Differential to reduce be paid on such Payment Date and the amount of such Price Differential to be transferred to Buyer by Seller upon termination of the Transaction. Buyer shall not be obligated to take any action pursuant to the preceding 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 Deficitpaid as PIK Price Differential. Notwithstanding the foregoing and except as provided preceding sentence, if Seller fails to pay (whether in Paragraph 11 cash or in-kind) all or part of this Agreementthe Price Differential then due by [***] (New York time) on any Payment Date, in the case of Transactions involving Securities that are Mortgage Loans, Seller Pricing Rate shall be deemed equal 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 Post-Default Rate until 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 Price Differential 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 due is received in the period covered full 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 (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all such Income to SellerBuyer.

Income Payments. Where a particular Transaction's term of a Transaction extends over an Income payment the date on the Securities 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 Seller shall 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 within three (3) Business Days of Seller’s receipt thereof. Seller shall direct FNMA to deposit all FNMA Loan Purchase Proceeds directly into the FNMA Loan Purchase Account. In addition, Seller shall direct FNMA Account Bank to deposit directly to the 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 Seller 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 such 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 Income Repurchase Date of amounts on deposit in the RBS Sub-Account as described in the immediately preceding sentence) is payable 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 or credit transfer) to the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities Loans subject to such Transaction Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment or payments to reduce the amount amount, if any, to be transferred to Buyer by Seller upon termination of the such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentence 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 Securities Loans 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 (B) if an Event 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 Default or Default has occurred and direct Seller to pay to Buyer all Income received in is then continuing at 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 (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all time such Income to Selleris paid.

Income Payments. Where a particular Transaction's term of a Transaction extends over an Income payment the date on the Securities 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 Seller shall 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 within three (3) Business Days of Seller’s receipt thereof. Seller shall direct FNMA to deposit all FNMA Loan Purchase Proceeds directly into the FNMA Loan Purchase Account. In addition, Seller shall direct FNMA Account Bank to deposit directly to the 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 Seller 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 such 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 Income Repurchase Date of amounts on deposit in the GCFP Sub-Account as described in the immediately preceding sentence) is payable 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 or credit transfer) to the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities Loans subject to such Transaction Transaction, or (ii) if a Margin Deficit then exists, apply the Income payment or payments to reduce the amount amount, if any, to be transferred to Buyer by Seller upon termination of the such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentence 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 Securities Loans 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 (B) if an Event 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 Default or Default has occurred and direct Seller to pay to Buyer all Income received in is then continuing at 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 (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all time such Income to Selleris paid.

Income Payments. Where a particular Transaction's term of a Transaction extends over an Income payment the date on the Securities which Income is paid in respect of any Purchased Assets subject to that Transaction, such Income shall be the property of Buyer. Provided no Default has occurred, unless otherwise agreed between the parties, Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its sole discretion), on the Repurchase Date following the date such Income is payable received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to or credit transfer) to the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities Assets subject to such Transaction or (ii) if a Margin Deficit then exists, apply the Income payment or payments to reduce the amount amount, if any, to be transferred to Buyer by Seller upon termination of the such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentence sentences 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 Assets sufficient to eliminate such Margin Deficit. Notwithstanding Any income received by or on behalf of Seller, Servicer or a Guarantor while the foregoing and except as provided in Paragraph 11 of this Agreement, in the case of Transactions involving Securities that are Mortgage Loans, Seller related Transaction is outstanding shall be deemed to hold for the benefit ofheld by Seller, and Servicer or such Guarantor solely in trust for, for Buyer pending the repurchase on the related Repurchase Date. The Seller shall cause the Servicer to deposit into the Collection Account all Income, including without limitation all scheduled and unscheduled principal and interest payments, received by Seller collections with respect to the Purchased Assets in the event that such Mortgage Loanscollection 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 shall service enter into a new Transaction pursuant to the Mortgage Loansterms of Section 3(b), or supervise (ii) a date on which a Margin Deficit is due, or (iii) following the servicing date on which the Buyer has declared an Event of the Mortgage LoansDefault, for the benefit of Buyer in accordance with the terms of the Servicing Repurchase 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 shall apply 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 funds in the period covered by Collection Account to the amounts owed to the Buyer and shall instruct the Custodian on any scheduled Repurchase Date to remit any such report amounts to the Buyer, to the extent of such Margin Deficitthe 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 which case Buyer shall be deemed to have released any excess Income to Seller, or (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all such Income to compliance with the instructions of the Seller.

Income Payments. (a) Where a particular Transaction's term of a Transaction extends over an Income payment the date on the Securities 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 the Seller shall hold all such Income in the Collection Account, subject to Seller’s right to withdraw such Income from the Collection Account. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the Repurchase Date or any date such on which the Seller repurchases the Purchased Loans, following the date any Income is payable received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to or credit transfer) to the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities Loans subject to such Transaction Transaction, or (ii) apply the if a Margin Deficit then exists, hold such Income payment or payments to reduce the amount to as cash margin (which shall be transferred to Buyer deemed posted by Seller upon termination of to satisfy such Margin Deficit and held pursuant to Section 6) by the TransactionSeller. Buyer shall not be obligated to take any action pursuant to the preceding sentence 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 Additional Purchased Securities Substitute Loans sufficient to eliminate such Margin Deficit. Notwithstanding the foregoing and except as provided in Paragraph 11 , or (B) if an Event 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 Default with respect to such Mortgage Loans. the 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 is then continuing at 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 (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all time such Income to Selleris paid.

Income Payments. Where a particular Transaction's term of a Transaction extends over an Income payment the date on the Securities which Income is paid in respect of any Purchased 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 Assets, whether by Buyer, 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 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 Seller shall 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 within three (3) Business Days of Seller’s receipt thereof. Seller shall direct all third party purchasers to 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 such 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 Income Repurchase Date of amounts that were deposited in the Third Party Loan Purchase Proceeds Account as described in this Section 7) is payable 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 or credit transfer) to the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities 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 or payments to reduce the amount amount, if any, to be transferred to Buyer by Seller upon termination of the such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding 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 Assets sufficient to eliminate such Margin Deficit. Notwithstanding the foregoing , (B) any other Obligations then due and except as provided in Paragraph 11 of this Agreement, in the case of Transactions involving Securities that are Mortgage Loans, owing by Seller to Buyer remain unpaid unless Seller shall be deemed transfer to hold for the benefit of, and Buyer cash in trust for, Buyer all Income, including without limitation all scheduled and unscheduled principal and interest payments, received by Seller with respect an amount sufficient to satisfy such Mortgage Loans. Seller shall service the Mortgage LoansObligations, or supervise the servicing (C) if a Default or an Event 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 Default has occurred and direct Seller to pay to Buyer all Income received in is then continuing at 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 (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all time such Income to Selleris paid.

Income Payments. (a) Where a particular Transaction's term of a Transaction extends over an Income payment the date on the Securities 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 Seller shall hold all such Income in the Collection Account, subject to Seller’s right to withdraw such Income from the Collection Account. Provided no Default has occurred, Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the Repurchase Date or any date such on which Seller repurchases the Purchased Loans, following the date any Income is payable received by Buyer (or a servicer on its behalf) either (i) transfer (or permit the servicer to or credit transfer) to the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities Loans subject to such Transaction Transaction, or (ii) apply the if a Margin Deficit then exists, use such Income payment or payments to reduce the amount prepay Purchased Loans pursuant to be transferred to Buyer by Seller upon termination of the TransactionSection 6). Buyer shall not be obligated to take any action pursuant to the preceding sentence 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 Securities Substitute Loans sufficient to eliminate such Margin Deficit. Notwithstanding the foregoing and except as provided in Paragraph 11 , or (B) if an Event 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 Default 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 is then continuing at 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 (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all time such Income to Selleris paid.

Income Payments. Where a particular Transaction's term of a Transaction extends over an Income payment the date on the Securities which Income is paid in respect of any Purchased 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 the Sellers shall be entitled to receive an amount equal to all Income received, whether by the Buyer, the Custodian, the Servicer or any other Person, which is not otherwise received by the Sellers, in respect of the Purchased Assets, to the full extent it would be so entitled if the Purchased Assets had not been sold to the Buyer; provided that any Income received by the Sellers or the Servicer while the related Transaction is outstanding shall be deemed to be held by 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 and during the continuance of an Event of Default promptly deposit or cause the prompt deposit of all Income with respect to the Purchased Assets, in the Collection Account established hereunder. Provided no Default has occurred, the Buyer shall, as the parties may agree with respect to such 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 such Income is payable received by the Buyer (or the servicer on its behalf) either (i) transfer (or permit the Servicer to or credit transfer) to the account of Seller an amount equal to such Sellers any Income payment or payments held in the Collection Account with respect to any Purchased Securities Assets subject to such Transaction Transaction, or (ii) if a Market Value Deficit then exists, apply the all such Income payment or payments to reduce the amount amount, if any, to be transferred to the Buyer by Seller the Sellers upon termination of the such Transaction. The Buyer shall not be obligated to take any action pursuant to the preceding sentence 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 Securities Assets sufficient to eliminate such Margin Market Value Deficit. Notwithstanding the foregoing and except as provided in Paragraph 11 , or (B) if an Event 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 Default 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 Sellers has occurred and direct Seller to pay to Buyer all Income received in is then continuing at 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 (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all time such Income to Selleris paid.

Income Payments. Where a particular Transaction's term extends over an Income payment date (a) Notwithstanding that Agent and Seller intend that the Transactions hereunder be sales to Agent for the benefit of Buyers of the 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 the Securities subject to Payment Date; provided that Transaction, Buyer shall, as the parties Price Differential may agree with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is payable either (i) transfer to or credit be paid-in-kind up to the account of Seller 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 Income payment or payments with respect to any Purchased Securities subject to such Transaction or (ii) apply the Income payment or payments to reduce the amount to be transferred to Buyer Price Differential previously paid by Seller upon termination of the Transaction. Buyer shall not be obligated to take any action pursuant to the preceding 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, Agent 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 Buyers) and 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 Price Differential shall be deemed to have released paid on such Payment Date upon such increase (any excess Income to Sellersuch Price Differential so paid, or (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer the “PIK Price Differential”). Any PIK Price Differential shall be deemed added to have released the Repurchase Price for the applicable Mortgage Loans for which such Price Differential has accrued and shall accrue Price Differential at the applicable Pricing Rate applicable to the related Tranche. In the event that the Seller shall be entitled to 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 such Income or part of the Price Differential then due by [***] (New York City time) on any Payment Date, the Pricing Rate shall be equal to Sellerthe Post-Default Rate until the Price Differential then due is received in full by Agent for the benefit of the Buyers.

Income Payments. Where a particular Transaction's term extends over an Income payment date on Notwithstanding that Buyer and the Securities subject to Seller intend that Transaction, Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is payable either (i) transfer to or credit to the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities subject to such Transaction or (ii) apply the Income payment or payments to reduce the amount to Transactions hereunder be transferred sales to Buyer by Seller upon termination of the Transaction. Buyer shall not be obligated to take any action pursuant to the preceding 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 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 "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 deemed 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 scheduled and unscheduled principal and interest payments, 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 service remit all Income as follows: first, to the Mortgage Loanspayment 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 Default or supervise an Event of Default, the servicing Seller shall deposit such Income in a deposit account (the title of which shall indicate that the funds therein are being held in trust for Buyer) (the "Collection Account") with a financial institution acceptable to Buyer and subject to the Account Agreement. All such Income shall be held in trust for Buyer, shall constitute the property of Buyer and shall not be commingled with other property of the Mortgage LoansSeller or any Affiliate of the Seller except as expressly permitted above. Funds deposited in the Collection Account during any month shall be held therein, in trust for the benefit Buyer, until the next Payment Date. To the extent that the Buyer receives any funds from a Takeout Investor with respect to the purchase by such Takeout Investor of a Mortgage Loan, the Buyer shall promptly apply such funds in accordance with the terms same order of priority set forth in Section 5(b) hereof. Notwithstanding the Servicing Agreementpreceding provisions, if an Event of Default has occurred, all funds in the Collection Account shall be withdrawn and applied as determined by the Buyer. On Buyer shall offset against 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 Repurchase Price of each such report, Buyer either (i) shall determine that a Margin Deficit has occurred and direct Seller to pay to Buyer Transaction all Income and Periodic Advance Repurchase Payments actually received in by Buyer pursuant to Section 5(a), excluding any Late Payment Fees paid pursuant to any Periodic Advance Repurchase Payments made at the period covered by such report Post-Default Rate pursuant to the extent of such Margin Deficit, in which case Buyer shall be deemed to have released any excess Income to Seller, or (ii) shall determine that a Margin Deficit has not occurred, in which case Buyer shall be deemed to have released all such Income to SellerSection 5(a).