Common use of Proceeds Clause in Contracts

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of a Default shall occur and be continuing, (a) all Income and other proceeds of Collateral Purchased Items received by the Borrower Seller consisting of cash, checks and other near-cash items shall be held by the Borrower Seller in trust for the LenderBuyer, segregated from other funds of the BorrowerSeller, and shall forthwith upon receipt by the Borrower Seller be turned over to the Lender Buyer in the exact form received by the Borrower Seller (duly endorsed by the Borrower Seller to the LenderBuyer, if required) and (b) any and all such proceeds received by the Lender Buyer (whether from the Borrower Seller or otherwise) may, in the sole discretion of the LenderBuyer, be held by the Lender Buyer as collateral security for, and/or then or at any time thereafter may be applied by the Lender Buyer against, the Secured Repurchase Obligations (whether matured or unmatured), such application to be in such order as the Lender Buyer shall elect. Any balance of such proceeds remaining after the Secured Repurchase Obligations shall have been paid in full and this Loan Repurchase Agreement shall have been terminated shall be paid over to the Borrower Seller or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the CollateralPurchased Items.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower Borrowers consisting of cash, checks and other near-cash items shall be held by the Borrower Borrowers in trust for the Lender, segregated from other funds of the BorrowerBorrowers, and shall forthwith upon receipt by the any Borrower be turned over to the Lender in the exact form received by the such Borrower (duly endorsed by the such Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the a Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower Borrowers consisting of cash, checks and other near-cash items shall be held by the Borrower Borrowers in trust for the Lender, segregated from other funds of the BorrowerBorrowers, and shall forthwith upon receipt by the Borrower Borrowers be turned over to the Lender in the exact form received by the Borrower Borrowers (duly endorsed by the Borrower Borrowers to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may will be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall electObligations. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Warehouse Agreement shall have been terminated shall be promptly paid over to the Borrower Borrowers or to whomsoever may be lawfully contractually entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. (a) If an Event of Default under the PC Repurchase Agreement shall occur and be continuing, (ai) all proceeds of Collateral received by the Borrower Pledgor consisting of cash, checks and other near-liquid assets readily convertible to cash items shall be held by the Borrower Pledgor in trust for the LenderBuyer, segregated from other funds of the BorrowerPledgor, and shall forthwith upon receipt by the Borrower Pledgor be turned over remitted to the Lender Dedicated Account in the exact form received by the Borrower Pledgor (duly endorsed by the Borrower Pledgor to the LenderBuyer, if required) and (bii) any and all such proceeds received by the Lender Buyer (whether from the Borrower Pledgor or otherwise) may, in the sole discretion of the LenderBuyer, be held by the Lender Buyer as collateral security for, and/or then or at any time thereafter may be applied by the Lender Buyer against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender Buyer shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over remitted in accordance with Repurchase Documents. For the avoidance of doubt, the Servicer shall be solely responsible for remitting to the Borrower or Pledgor any amounts owed the Pledgor. In no event shall the Buyer be accountable to whomsoever the Pledgor for any excess proceeds, which the Pledgor acknowledges, may be lawfully entitled to receive remitted by the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received Buyer in accordance with respect to the CollateralRepurchase Documents.

Proceeds. If an Event of Default shall occur and be continuing, (a) all Income and other proceeds of Collateral Purchased Items received by the Borrower Seller consisting of cash, checks and other near-cash items shall be held by the Borrower Seller in trust for the LenderBuyer, segregated from other funds of the BorrowerSeller, and shall forthwith upon receipt by the Borrower Seller be turned over to the Lender Buyer in the exact form received by the Borrower Seller (duly endorsed by the Borrower Seller to the LenderBuyer, if required) and (b) any and all such proceeds received by the Lender Buyer (whether from the Borrower Seller or otherwise) may, in the sole discretion of the LenderBuyer, be held by the Lender Buyer as collateral security for, and/or then or at any time thereafter may be applied by the Lender Buyer against, the Secured Repurchase Obligations (whether matured or unmatured), such application to be in such order as the Lender Buyer shall elect. Any balance of such proceeds remaining after the Secured Repurchase Obligations shall have been paid in full and this Loan Repurchase Agreement shall have been terminated shall be paid over to the Borrower Seller or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the CollateralPurchased Items.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of Lender, but subject to the Lenderterms and conditions of the Underlying Loan Documents, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (in each case, whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been irrevocably paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, -------- (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items equivalents shall be held by the Borrower in trust for the LenderAgent for the benefit of the Secured Parties, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower may, in the sole discretion of the Agent, be turned over to the Lender Agent for the benefit of the Secured Parties in the exact form received by the Borrower (duly endorsed by the Borrower to the LenderAgent, if required) and (b) any and all such proceeds received by the Lender Agent (whether from the Borrower or otherwise) may, in the sole discretion of the LenderAgent, be held by the Lender Agent as collateral security for, and/or then or at any time thereafter may be applied by the Lender Agent against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender Agent shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awardsrecoveries against Obligors, sale and foreclosure proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower Borrowers consisting of cash, checks and other near-cash items shall be held by the Borrower Borrowers in trust for the LenderAgent for the ratable benefit of the Lenders, segregated from other funds of the BorrowerBorrowers, and shall forthwith upon receipt by the Borrower Borrowers be turned over to the Lender Agent in the exact form received by the Borrower Borrowers (duly endorsed by the Borrower Borrowers to the LenderAgent, if required) and (b) any and all such proceeds received by the Lender Agent (whether from the Borrower Borrowers or otherwise) may, in the sole discretion of the LenderAgent, be held by the Lender Agent as collateral security for, and/or then or at any time thereafter may be applied by the Lender Agent against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender Agent shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds Proceeds of Collateral received by LEAF or the Borrower consisting of cash, checks and other near-cash items equivalents shall be held by LEAF or the Borrower in trust for the LenderCollateral Agent, for the benefit of the Lender and the Hedge Counterparty, subject to the Intercreditor Agreement segregated from other funds of LEAF or the Borrower, and subject to the Intercreditor Agreement shall forthwith upon receipt by LEAF or the Borrower be turned over to the Lender Collateral Agent in the exact form received by LEAF or the Borrower (duly endorsed by LEAF or the Borrower to the LenderCollateral Agent, if requiredas applicable) and (b) any and all such proceeds Proceeds received by the Lender Collateral Agent (whether from LEAF or the Borrower or otherwise) mayshall, in upon the sole discretion of direction to the Collateral Agent by the Lender, be held by the Lender Collateral Agent as collateral security for, and/or then or at any time thereafter may and shall be applied by the Lender Collateral Agent against, the Secured Obligations (whether matured or unmatured) in the order set forth in Section 3.03(b), such application to be in such order as the Lender shall elect. Any balance of such proceeds Proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the sameBorrower. For purposes hereof, proceeds Proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awardsrecoveries against Customers, sale proceedsand foreclosure Proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default under this Agreement shall occur and be continuing, continuing or if any portion of the Obligations has become due and remain unpaid and if so requested by Lender (a) all proceeds of Collateral received by the Borrower Borrowers consisting of cash, checks and other near-cash items shall be held by the Borrower Borrowers in trust for the Lender, segregated from other funds of the Borrowerand shall, and shall forthwith upon receipt by the Borrower Borrowers, be turned over to the Lender in the exact form received by the Borrower Borrowers (duly endorsed by the Borrower Borrowers to the Lender, if required) ), and (b) any and all such proceeds received by the Lender (whether from the Borrower Borrowers or otherwise) may, in the sole discretion of the Lender, be held by the Lender for its own benefit as collateral security for, and/or then or at any time thereafter may be applied by Lender against the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order manner as set forth in the Lender shall electNote and Borrowers waive any right of offset they may otherwise have. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement Lender shall have been terminated no further obligations or commitments under the Note shall be paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may will be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be promptly paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral Repurchase Assets received by the Borrower Seller consisting of cash, checks and other near-liquid assets readily convertible to cash items shall be held by the Borrower Seller in trust for the LenderBuyer, segregated from other funds of the BorrowerSeller, and shall forthwith upon receipt by the Borrower Seller be turned over to the Lender Buyer in the exact form received by the Borrower Seller (duly endorsed by the Borrower Seller to the LenderBuyer, if required) and (b) any and all such proceeds received by the Lender Buyer (whether from the Borrower Seller or otherwise) may, in the sole discretion of the LenderBuyer, be held by the Lender Buyer as collateral security for, and/or then or at any time thereafter may be applied by the Lender Buyer against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender Buyer shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower Seller or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect Notwithstanding anything to the Collateralcontrary herein or in any of the other Program Agreements, the provisions of this Section 4.08 shall be subject to the applicable Servicing Contracts and the Acknowledgment Agreement entered into with Xxxxxx Mae.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may will be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall electObligations. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be promptly paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon and, within two Business Days of receipt by the Borrower Borrower, shall be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) , in order to be negotiated by Lender), and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items equivalents shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awardsrecoveries against Obligors, sale and foreclosure proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the any Borrower consisting of cash, checks and other near-cash items shall be held by the such Borrower in trust for the Lender, segregated from other funds of the such Borrower, and shall forthwith upon receipt by the such Borrower be turned over to the Lender in the exact form received by the such Borrower (duly endorsed by the such Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the a Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid promptly over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Collection Agent, to be held in trust by Collection Agent for Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of Lender, but subject to the Lenderterms and conditions of the Underlying Loan Documents, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be made in such order as the Lender shall electaccordance with Section 3.03(d). Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole good-faith discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may will be applied by the Lender against, against the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be promptly paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, -------- (a) all proceeds of Collateral received receive by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If Subject to the rights of any third-party lenders with first priority security interests in any Collateral, if an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the any Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower Borrowers or to whomsoever whomever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items equivalents shall be held by the Borrower in trust for the LenderAdministrative Agent for the benefit of the Secured Parties, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower may, in the sole discretion of the Administrative Agent, be turned over to the Lender Administrative Agent for the benefit of the Secured Parties in the exact form received by the Borrower (duly endorsed by the Borrower to the LenderAdministrative Agent, if required) and (b) any and all such proceeds received by the Lender Administrative Agent (whether from the Borrower or otherwise) may, in the sole discretion of the LenderAdministrative Agent, be held by the Lender Administrative Agent as collateral security for, and/or then or at any time thereafter may be applied by the Lender Administrative Agent against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender Administrative Agent shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awardsrecoveries against Obligors, sale and foreclosure proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a-------- continuing,(a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith forthwit upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such unmatured),such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes Forpurposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon and, within two (2) Business Days of receipt by the Borrower Borrower, shall be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required, in order to be negotiated by Lender) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower Borrowers consisting of cash, checks and other near-cash items shall be held by the Borrower Borrowers in trust for the Lender, segregated from other funds of the BorrowerBorrowers, and shall forthwith upon receipt by the Borrower Borrowers be turned over to the Lender in the exact form received by the Borrower Borrowers (duly endorsed by the Borrower Borrowers to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower Borrowers or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the samesame as soon as practicable. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) Borrower shall redirect all proceeds of Collateral to be delivered to Lender directly, but if any such proceeds are otherwise received by the Borrower consisting of cash, checks and other near-cash items items, such proceeds shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the such Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may will be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be promptly paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds “proceeds” shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income Income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower such Loan Party consisting of cash, checks and other near-cash items shall be held by the Borrower such Loan Party in trust for the Lender, segregated from other funds of the Borrowersuch Loan Party, and shall forthwith upon receipt by the Borrower such Loan Party be turned over to the Lender in the exact form received by the Borrower such Loan Party (duly endorsed by the Borrower such Loan Party to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower such Loan Party or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower such Loan Party or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, but subject to the terms and conditions of the Asset Documents, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be -------- continuing, (a) all proceeds of Collateral received by TFC or the Borrower consisting of cash, checks and other near-cash items equivalents shall be held by TFC or the Borrower in trust for the Collateral Agent, for the benefit of the Lender, the Hedge Counterparty and the Insurer, segregated from other funds of TFC or the Borrower, and shall forthwith upon receipt by TFC or the Borrower be turned over to the Lender Collateral Agent in the exact form received by TFC or the Borrower (duly endorsed by TFC or the Borrower to the LenderCollateral Agent, if requiredas applicable) and (b) any and all such proceeds received by the Lender Collateral Agent (whether from TFC or the Borrower or otherwise) mayshall, in upon the sole discretion of direction to the LenderCollateral Agent by the Lender and, provided that no Insurer Default shall have occurred and be continuing, the Insurer, be held by the Lender Collateral Agent as collateral security for, and/or then or at any time thereafter may and shall be applied by the Lender Collateral Agent against, the Secured Obligations (whether matured or unmatured) in the order set forth in Section ------- 3.03(b), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations ------- shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awardsrecoveries against Obligors, sale and foreclosure proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower Borrowers consisting of cash, checks and other near-cash items shall be held by the Borrower Borrowers in trust for the Lender, segregated from other funds of the BorrowerBorrowers, and shall forthwith upon receipt by the Borrower Borrowers be turned over to the Lender in the exact form received by the Borrower Borrowers (duly endorsed by the Borrower Borrowers to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower Borrowers or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, -------- (a) all proceeds of Collateral received by any of the Borrower Borrowers consisting of cash, checks and other near-cash items shall be held by the such Borrower in trust for the Lender, segregated from other funds of the such Borrower, and shall forthwith upon receipt by the such Borrower be turned over to the Lender in the exact form received by the such Borrower (duly endorsed by the such Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the such Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower Servicer consisting of cash, checks and other near-cash items equivalents shall be held by the Borrower Servicer in trust for the Lender, segregated from other funds of the BorrowerServicer, and shall forthwith upon receipt by the Borrower Servicer be turned over to the Lender in the exact form received by the Borrower Servicer (duly endorsed by the Borrower Servicer to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower Servicer or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this the Loan Agreement shall have been terminated shall be paid over to the Borrower Servicer or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awardsrecoveries against Obligors, sale and foreclosure proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of a Default shall occur and be continuing, (a) the Seller shall provide notice to the Buyer and, unless the Buyer provides written notice that the following actions shall not be required, all Income and other proceeds of Collateral Purchased Items received by the Borrower Seller consisting of cash, checks and other near-cash items shall be held by the Borrower Seller in trust for the LenderBuyer, segregated from other funds of the BorrowerSeller, and shall forthwith upon receipt by the Borrower Seller be turned over to the Lender Buyer in the exact form received by the Borrower Seller (duly endorsed by the Borrower Seller to the LenderBuyer, if required) ), and (b) any and all such proceeds received by the Lender Buyer (whether from the Borrower Seller or otherwise) may, in the sole discretion of the LenderBuyer, be held by the Lender Buyer as collateral security for, and/or then or at any time thereafter may be applied by the Lender Buyer against, the Secured Repurchase Obligations (whether matured or unmatured), such application to be in such order as the Lender Buyer shall elect. Any balance of such proceeds remaining after the Secured Repurchase Obligations shall have been paid in full and this Loan Repurchase Agreement shall have been terminated shall be paid over to the Borrower Seller or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the CollateralPurchased Items.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured DIP Obligations (whether matured or unmatured), except as provided in the Orders, it being understood that until the Existing Obligations are paid in full, all proceeds relating to the Pre-Petition Collateral shall be used to repay the Existing Obligations, such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured DIP Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be -------- continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral Repurchase Assets received by the Borrower any Seller consisting of cash, checks and other near-liquid assets readily convertible to cash items shall be held by the Borrower such Seller in trust for the Lenderapplicable Buyer, segregated from other funds of the Borrowersuch Seller, and shall forthwith upon receipt by the Borrower such Seller be turned over to the Lender applicable Buyer in the exact form received by the Borrower such Seller (duly endorsed by the Borrower such Seller to the Lenderapplicable Buyer, if required) and (b) any and all such proceeds received by the Lender any Buyer (whether from the Borrower a Seller or otherwise) may, in the sole discretion of the Lendersuch Buyer, be held by the Lender such Buyer as collateral security for, and/or then or at any time thereafter may be applied by the Lender such Buyer against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender such Buyer shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower applicable Seller or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect Notwithstanding anything to the Collateralcontrary herein or in any of the other Program Agreements, the provisions of this Section 4.08 shall be subject to the applicable Servicing Contracts and the Acknowledgment Agreement entered into with Xxxxxx Xxx.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the a Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the related Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Facility Collateral received by the Borrower consisting of cash, checks and other near-cash items Cash Equivalents shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) ), and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may will be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, royalty payments, license fees, all prepayments and payoffs, all dividends and distributions, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Facility Collateral and upon the liquidation of any Facility Collateral, all such proceeds received by the Lender will be distributed by the Lender in such order as the Lender shall elect. Any balance of such proceeds remaining after the Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be promptly paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower Borrowers consisting of cash, checks and other near-cash items shall be held by the Borrower Borrowers in trust for the Agent for the benefit of the Lender, segregated from other funds of the BorrowerBorrowers, and shall forthwith upon receipt by the Borrower Borrowers be turned over to the Lender Agent in the exact form received by the Borrower Borrowers (duly endorsed by the Borrower Borrowers to the LenderAgent, if required) and (b) any and all such proceeds received by the Lender Agent (whether from the Borrower Borrowers or otherwise) may, in the sole discretion of the LenderAgent, be held by the Lender Agent as collateral security for, and/or then or at any time thereafter may be applied by the Lender Agent against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender Agent shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower Borrowers consisting of cash, checks and other near-cash items shall be held by the Borrower Borrowers in trust for the LenderLenders, segregated from other funds of the BorrowerBorrowers, and shall forthwith upon receipt by the any Borrower be turned over to the Lender Agent in the exact form received by the such Borrower (duly endorsed by the such Borrower to the LenderAgent, if required) and (b) any and all such proceeds received by the Lender Lenders (whether from the a Borrower or otherwise) may, in the sole discretion of the LenderAgent, be held by the Lender Agent as collateral security for, and/or then or at any time thereafter may be applied by the Lender Agent against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender Agent shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be -------- continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole good faith discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the sameBorrower. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral; provided that in no event shall proceeds hereunder include any proceeds relating to the Guaranteed Portion.

Proceeds. If an Event of Default shall occur and be continuing, subject to the Master Agency Agreement, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may will be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall electObligations. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be promptly paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may will be applied by the Lender against, against the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be promptly paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, all insurance claims, condemnation awards, sale proceeds, proceeds and real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the LenderLender and Bank, segregated from other funds of the Borrower, and shall forthwith upon and, within two (2) Business Days of receipt by the Borrower Borrower, shall be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) , in order to be negotiated by Lender for the benefit of Lender and Bank), and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon and, within two (2) Business Days of receipt by the Borrower Borrower, shall be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) , in order to be negotiated by Lender), and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the either Borrower consisting of cash, checks and other near-cash items shall be held by the such Borrower in trust for the Lender, segregated from other funds of the such Borrower, and shall forthwith upon receipt by the such Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the such Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the a Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time item thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or then, at any time thereafter may and subject to the priorities of payments outlined in Section 3.03(b), shall be applied by the Lender against, against the Secured Obligations (whether matured or unmatured), such application to be in such order as ) and the Lender shall electHedge Payments. Any balance of such proceeds remaining after the Secured Obligations and the Hedge Payments shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the a Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the -73- 79 Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the related Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If a Default or an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower Borrowers consisting of cash, checks and other near-cash items shall be held by the Borrower Borrowers in trust for the Lender, segregated from other funds of the BorrowerBorrowers, and shall forthwith upon receipt by the Borrower Borrowers be turned over to the Lender in the exact form received by the Borrower Borrowers (duly endorsed by the Borrower Borrowers to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may will be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be promptly paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Purchased Items and Collateral received by the Borrower Sellers consisting of cash, checks and other near-cash items shall be held by the Borrower Sellers in trust for the LenderBuyer, segregated from other funds of the BorrowerSellers, and shall forthwith upon receipt by the Borrower any Seller be turned over to the Lender Buyer in the exact form received by the Borrower such Seller (duly endorsed by the Borrower such Seller to the LenderBuyer, if required) and (b) any and all such proceeds received by the Lender Buyer (whether from the Borrower a Seller or otherwise) may, in the sole discretion of the LenderBuyer, be held by the Lender Buyer as collateral security for, and/or then or at any time thereafter may be applied by the Lender Buyer against, the Secured Repurchase Obligations (whether matured or unmatured), such application to be in such order as the Lender Buyer shall elect. Any balance of such proceeds remaining after the Secured Repurchase Obligations shall have been paid in full and this Loan Repurchase Agreement shall have been terminated shall be paid over to the Borrower Sellers or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the any Purchased Items or Collateral.

Proceeds. If a Default or an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may will be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be promptly paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds of Collateral received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may will be applied by the Lender against, against the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall electObligations. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be promptly paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all amounts on deposit in the Collection Account, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received in each case with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, but subject to the terms and conditions of the Mortgage Loan Documents, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the any Borrower consisting of cash, checks and other near-cash items shall be held by the such Borrower in trust for the Lender, segregated from other funds of the such Borrower, and shall forthwith upon receipt by the such Borrower be turned over to the Lender in the exact form received by the such Borrower (duly endorsed by the such Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may will be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be promptly paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the either Borrower consisting of cash, checks and other near-cash items shall be held by the such Borrower in trust for the Lender, segregated from other funds of the such Borrower, and shall forthwith upon receipt by the such Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the such Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the a Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower Borrowers consisting of cash, checks and other near-cash items shall be held by the Borrower Borrowers in trust for the Lender, segregated from other funds of the BorrowerBorrowers, and shall forthwith upon receipt by the Borrower Borrowers be turned over to the Lender in the exact form received by the Borrower Borrowers (duly endorsed by the applicable Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower Borrowers or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, ; segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds of Collateral received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may will be applied by the Lender against, against the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall electObligations. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be promptly paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all amounts on deposit in the Collection Account, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received in each case with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may will be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be promptly paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the either Borrower consisting of cash, checks and other near-cash items shall be held by the such Borrower in trust for the Lender, segregated from other funds of the such Borrower, and shall forthwith upon and, within two (2) Business Days of receipt by the Borrower such Borrower, shall be turned over to the Lender in the exact form received by the such Borrower (duly endorsed by the such Borrower to the Lender, if required, in order to be negotiated by Lender) and (b) any and all such proceeds received by the Lender (whether from the either Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall elect. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower Borrowers or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. (a) If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower Servicer consisting of cash, checks and other near-cash items equivalents shall be held by the Borrower Servicer in trust for the LenderAgent for the benefit of the Secured Parties, segregated from other funds of the BorrowerServicer, and shall forthwith upon receipt by the Borrower Servicer be turned over to the Lender Agent (in the case of a successor Servicer, within two Business Days) for the benefit of the Secured Parties in the exact form received by the Borrower Servicer (duly endorsed by the Borrower Servicer to the LenderAgent, if required) and (b) any and all such proceeds received by the Lender Agent (whether from the Borrower Servicer or otherwise) may, in the sole discretion of the LenderAgent, be held by the Lender Agent as collateral security for, and/or then or at any time thereafter may be applied by the Lender Agent against, the Secured Obligations (whether matured or unmatured), such application to be ) in such the order as set forth in Section 2.05(b) of the Lender shall electLoan Agreement. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this the Loan Agreement shall have been terminated shall be paid over to the Borrower Servicer or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awardsrecoveries against Obligors, sale and foreclosure proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral any Transaction Asset received by the Borrower Seller consisting of cash, checks and other near-cash items shall be held by the Borrower Seller in trust for the LenderBuyer, segregated from other funds of the BorrowerSeller, and shall forthwith upon and, within two (2) Business Days of receipt by the Borrower Seller, shall be turned over to the Lender Buyer in the exact form received by the Borrower Seller (duly endorsed by the Borrower Seller to the LenderBuyer, if required, in order to be negotiated by Buyer) and (b) any and all such proceeds received by the Lender Buyer (whether from the Borrower Seller or otherwise) may, in the sole discretion of the LenderBuyer, be held by the Lender Buyer as collateral security for, and/or then or at any time thereafter may be applied by the Lender Buyer against, the Secured Repurchase Obligations (whether matured or unmatured), such application to be in such order as the Lender Buyer shall elect. Any balance of such proceeds remaining after the Secured Repurchase Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be paid over to the Borrower Seller or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the CollateralTransaction Asset.

Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Collateral received by the Borrower consisting of cash, checks and other near-cash items shall be held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the Borrower (duly endorsed by the Borrower to the Lender, if required) and (b) any and all such proceeds received by the Lender will (whether from the Borrower or otherwise) may, in the sole discretion of the Lender, be held by the Lender as collateral security for, and/or then or at any time thereafter may be applied by the Lender against, against the Secured Obligations (whether matured or unmatured), such application to be in such order as the Lender shall electObligations. Any balance of such proceeds remaining after the Secured Obligations shall have been paid in full and this Loan Agreement shall have been terminated shall be promptly paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest payments, all prepayments and payoffs, insurance claims, condemnation awards, sale proceeds, real estate owned rents and any other income and all other amounts received with respect to the Collateral.