Common use of Accounts Income Payments Clause in Contracts

Accounts Income Payments. (a) Notwithstanding that Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets for all purposes except accounting and tax purposes, Seller shall pay to Buyer, on each Payment Date and on the Repurchase/Release Date, (x) the accrued and unpaid Price Differential, monthly in arrears in respect of each Payment Period, plus (y) all other amounts all amounts payable on such Payment Date pursuant to the Payments Waterfall for each Transaction Pool, including without limitation the amount of any unpaid Margin Deficit (each such payment, a “Periodic Advance Repurchase Payment”) on each Payment Date. No later than the Business Day prior to each Payment Date, Buyer shall provide Seller a written statement of all such amounts payable on such Payment Date pursuant to the Payments Waterfall for each Transaction Pool. Notwithstanding the preceding sentence, if Seller fails to make all or part of the Periodic Advance Repurchase Payment by 3:00 p.m. (New York City time) on any Payment Date, the Pricing Rate shall be equal to the Post-Default Rate until the Periodic Advance Repurchase Payment is received in full by Buyer. (b) Where a particular term of a Transaction extends over the date on which Income is paid in respect of any Purchased Asset subject to that Transaction, such Income shall be the property of Buyer until Seller has paid the full Repurchase/Release Price in respect of such Transaction. With respect to all Income received by or on behalf of Seller in connection with any Underlying Asset subject to Transactions in Transaction Pool (New Orig): (i) if any Event of Default has occurred and is continuing, (x) Seller shall, and shall cause Servicer to, deposit all such Income into the Collection Account within two (2) Business Days of receipt, and (y) and all such Income shall be held in trust for Buyer, shall constitute the property of Buyer except for tax purposes which shall be treated as income and property of Seller, and shall not be commingled with other property of Seller or any Affiliate of Seller; and (ii) so long as no Event of Default has occurred and is continuing, neither Seller nor any Person acting on its behalf (as a servicer or otherwise) shall have an obligation to deposit any such Income into the Collection Account (provided that all Income received by Seller or any Person acting on its behalf while the related Transaction is outstanding shall be deemed to be held by such Person solely in trust for Buyer pending the repurchase on the related Repurchase/Release Date). (c) With respect to all Income received by or on behalf of Seller in connection with any Underlying Asset subject to Transactions in Transaction Pool (EBO), Seller shall, and shall cause Servicer to, hold for the benefit of, and in trust for, Buyer all income, including, without limitation, all Income received by or on behalf of Seller, Servicer or the REO Subsidiary with respect to such Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Property. Seller shall cause Servicer to deposit such Income in the Collection Account. All such Income shall be held in trust for Buyer, shall constitute the property of Buyer except for tax purposes which shall be treated as income and property of Seller, and shall not be commingled with other property of Seller or any Affiliate of Seller. (d) Seller shall cause Nominee to deposit all Income received in an Agency Account into the Collection Account within two (2) Business Days of receipt into the applicable Agency Account; provided that, for the avoidance of doubt, if Seller pays to Buyer the Repurchase/Release Price with respect to an Underlying Mortgage Loan after such Underlying Mortgage Loan becomes subject to an Agency Claim Process (a “Repurchase/Release Event”), then any amounts paid on such claim shall not be required to be deposited into the Collection Account. (e) To the extent that Buyer receives any funds from a Take-out Investor with respect to the purchase by such Take-out Investor of an Underlying Mortgage Loan, Buyer shall promptly apply such funds accordance with the Payments Waterfall for the applicable Transaction Pool. (f) Seller understands and agrees that the Collection Account shall be titled in such a way as to indicate that the funds therein are being held in trust for Buyer, and shall be subject to the Collection Account Control Agreement. Funds deposited in the Collection Account during any month shall be held therein, in trust for Buyer, until the next Payment Date. Notwithstanding the preceding provisions, if an Event of Default has occurred, all funds in each Pledged Account shall be withdrawn and applied as determined by Buyer; provided that any excess funds remaining following the reimbursement to Buyer of the aggregate Obligations shall be remitted to Seller.

Accounts Income Payments. (a) Notwithstanding that Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets for all purposes except accounting and tax purposes, Seller shall pay to Buyer the accreted value of the Price Differential (less any amount of such Price Differential previously paid by Seller to Buyer, on each Payment Date and on the Repurchase/Release Date, (x) the accrued and unpaid Price Differential, monthly in arrears in respect of each Payment Period, plus (y) all other amounts all amounts payable on such Payment Date pursuant to the Payments Waterfall for each Transaction Pool, including without limitation the amount of any unpaid Margin Deficit (each such payment, a “Periodic Advance Repurchase Payment”) on each Payment Date. No later than the Business Day prior to each Payment Date, Buyer shall provide Seller a written statement of all such amounts payable on such Payment Date pursuant to the Payments Waterfall for each Transaction Pool. Notwithstanding the preceding sentence, if Seller fails to make all or part of the Periodic Advance Repurchase Payment by 3:00 p.m. (New York City time) on any Payment Date, the Pricing Rate shall be equal to the Post-Default Rate until the Periodic Advance Repurchase Payment is received in full by Buyer. (b) Where Buyer shall establish and maintain a particular term Reserve Account, in the form of a Transaction extends over deposit account, titled in the date name of “JPMorgan Chase Bank, National Association”. The Reserve Account shall be established at the Bank. Seller shall maintain a balance in the Reserve Account at least equal to the Reserve Account Required Balance, which will be held as cash margin and additional collateral for all Obligations under this Agreement. Funds deposited in the Reserve Account may only be transferred in accordance with Section 6(c) hereof. Any interest on which Income is paid funds deposited in respect of any Purchased Asset the Reserve Account shall be deposited in the Collection Account, subject to that Transactionapplication pursuant to Section 6(c). Upon the Termination Date and the payment of all amounts due by the Seller to the Buyer hereunder, such Income all amounts on deposit in the Reserve Account shall be remitted to the property of Buyer until Seller has paid Seller. In the full Repurchase/Release Price event that the amounts on deposit in respect of such Transaction. With respect to all Income received by or on behalf of Seller in connection with any Underlying Asset subject to Transactions in Transaction Pool (New Orig): (i) if any Event of Default has occurred and is continuing, (x) Seller shall, and shall cause Servicer to, deposit all such Income into the Collection Account within two are insufficient to cover the amounts due pursuant to Section 6(c)(i) through (2) Business Days iv), the Buyer shall withdraw from the Reserve Account on the Payment Date the lesser of receiptsuch deficiency and the amount on deposit in the Reserve Account for application against such amounts as more particularly described in Section 6(c). In the event that the amounts on deposit in the Reserve Account are more than the Reserve Account Required Balance, the Buyer shall withdraw from the Reserve Account on the Payment Date the difference between the amount on deposit in the Reserve Account and (y) and all such Income shall be held the Reserve Account Required Balance for deposit in trust for Buyer, shall constitute the property of Buyer except for tax purposes which shall be treated as income and property of Seller, and shall not be commingled with other property of Seller or any Affiliate of Seller; and (ii) so long as no Event of Default has occurred and is continuing, neither Seller nor any Person acting on its behalf (as a servicer or otherwise) shall have an obligation to deposit any such Income into the Collection Account (provided that all Income received and application pursuant to Section 6(c). Upon the occurrence and continuance of an Event of Default, the distribution and application of funds on deposit in the Reserve Account shall, at the direction of the Buyer, be applied as determined by Seller or any Person acting on Buyer in its behalf while the related Transaction is outstanding shall be deemed to be held by such Person solely in trust for Buyer pending the repurchase on the related Repurchase/Release Date)sole discretion. (c) With respect to all Income received by or on behalf of Seller in connection with any Underlying Asset subject to Transactions in Transaction Pool (EBO), Seller shall, and shall cause Servicer to, hold for the benefit of, and in trust for, Buyer all income, including, without limitation, all Income received by or on behalf of Seller, Servicer Seller or the REO Subsidiary with respect to such Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Property. Seller shall cause Servicer to deposit such Income in the Collection AccountAccount (the title of which shall indicate that the funds therein are being held in trust for Buyer) with Bank, which account shall be subject to the Collection Account Control Agreement. All such Income shall be held in trust for Buyer, shall constitute the property of Buyer except for tax purposes which shall be treated as income and property of Seller, and shall not be commingled with other property of Seller or any Affiliate of Seller. (d) . Seller understands and agrees that the Collection Account shall be subject to the Collection Account Control Agreement. Seller shall cause Nominee to deposit all Income received in an Agency Account into the Collection Account within two (2) Business Days of receipt into the applicable Agency Account; provided that, for the avoidance of doubt, if Seller pays to Buyer the Repurchase/Release Price with respect to an Underlying Mortgage Loan after such Underlying Mortgage Loan becomes subject to an Agency Claim Process (a “Repurchase/Release Event”), then any amounts paid on such claim shall not be required to be deposited into the Collection Account. Funds deposited in the Collection Account during any month shall be held therein, in trust for Buyer, until the next Payment Date. On each Payment Date, Seller shall withdraw any funds on deposit in the Collection Account and apply such funds as follows: (i) first, to pay any invoiced and outstanding fees and expenses of Buyer; (ii) second, to Buyer in payment of any accrued and unpaid Price Differential; (iii) third, in an amount to prevent or cure any Margin Deficit; (iv) fourth, to deposit into the Reserve Account, to maintain a balance in such account equal to the Reserve Account Required Balance; (v) fifth, to pay to Buyer any other fees, expenses and the Obligations due and owing to the Buyer pursuant to the Facility Documents; and (vi) sixth, to the Seller, any amounts remaining. (ed) To the extent that Buyer receives any funds from a Take-out Investor with respect to the purchase by such Take-out Investor of an Underlying Mortgage Loan, Buyer shall promptly apply such funds in accordance with the Payments Waterfall for the applicable Transaction Poolsame order of priority set forth in Section 6(c) hereof. (fe) Seller understands and agrees that the Collection Account shall be titled in such a way as to indicate that the funds therein are being held in trust for Buyer, and shall be subject to the Collection Account Control Agreement. Funds deposited in the Collection Account during any month shall be held therein, in trust for Buyer, until the next Payment Date. Notwithstanding the preceding provisions, if an Event of Default has occurred, all funds in each Pledged the Collection Account and Reserve Account shall be withdrawn and applied as determined by Buyer; provided that any excess funds remaining following the reimbursement to Buyer of the aggregate Obligations shall be remitted to Seller.

Accounts Income Payments. (a) Notwithstanding that Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets (other than REO properties) for all purposes except accounting and tax purposes, Seller shall pay to Buyer the accreted value of the Price Differential (less any amount of such Price Differential previously paid by Seller to Buyer, on each Payment Date and on the Repurchase/Release Date, (x) the accrued and unpaid Price Differential, monthly in arrears in respect of each Payment Period, plus (y) all other amounts all amounts payable on such Payment Date pursuant to the Payments Waterfall for each Transaction Pool, including without limitation the amount of any unpaid Margin Deficit (each such payment, a “Periodic Advance Repurchase Payment”) on each Payment Date. No later than the Business Day prior to each Payment Date, Buyer shall provide Seller a written statement of all such amounts payable on such Payment Date pursuant to the Payments Waterfall for each Transaction Pool. Notwithstanding the preceding sentence, if Seller fails to make all or part of the Periodic Advance Repurchase Payment by 3:00 4:00 p.m. (New York City time) on any Payment Date, the Pricing Rate shall be equal to the Post-Default Rate until the Periodic Advance Repurchase Payment is received in full by Buyer. (bn) Where Guarantor has established at the Bank and maintains a particular term Reserve Account, in the form of a Transaction extends over the date on which Income deposit account, titled “Nationstar Mortgage LLC, in trust for JPMorgan Chase Bank, National Association” and shall ensure at all times that such Reserve Account is paid in respect of any Purchased Asset subject to that Transactiona Reserve Account Control Agreement. Seller shall cause Guarantor to maintain a balance in the Reserve Account at least equal to the Reserve Account Required Balance, such Income which will be held as cash margin and additional collateral for all Obligations under this Agreement. Funds deposited in the Reserve Account may only be transferred in accordance with Section 6(c) hereof. Any interest on funds deposited in the Reserve Account shall be deposited in the property Collection Account, subject to application pursuant to Section 6(c). Upon the Termination Date and the payment of all amounts due by the Seller to the Buyer until hereunder, all amounts on deposit in the Reserve Account shall be remitted to or at the direction of the Seller. In the event that the amounts on deposit in the Collection Account are insufficient to cover the amounts due pursuant to Section 6(c)(i) through (iv), the Seller has paid shall or shall cause Guarantor to withdraw from the full Repurchase/Release Price in respect Reserve Account the lesser of such Transaction. With respect to all Income received by or deficiency and the amount on behalf of Seller deposit in connection with any Underlying Asset subject to Transactions the Reserve Account for application against such amounts as more particularly described in Transaction Pool (New Orig):Section 6(c) hereof. (i) if any Event of Default has occurred and is continuing, (xo) Seller shall, and shall cause Servicer to, hold for the benefit of, and in trust for, Buyer all Income received by or on behalf of Seller or the REO Subsidiary with respect to such Purchased Assets, Underlying Mortgage Loans and Underlying REO Property. Seller shall cause Servicer to deposit all such Income received on account of such Purchased Assets, Underlying Mortgage Loans and Underlying REO Property serviced or managed by Servicer in accordance with the applicable Servicer Notice. To the extent that Seller is holding any Income, Seller shall deposit such Income upon receipt into the Collection Account within two (2) Business Days the title of receipt, and (y) and all such Income which shall be indicate that the funds therein are being held in trust for Buyer) with Bank, which account shall be subject to the Collection Account Control Agreement. All such Income shall constitute the property of Buyer except for tax purposes which shall be treated as income and property of Seller, and shall not be commingled with other property of Seller or any Affiliate of Seller; and (ii) so long as no Event of Default has occurred . Seller understands and is continuing, neither Seller nor any Person acting on its behalf (as a servicer or otherwise) shall have an obligation to deposit any such Income into agrees that the Collection Account (provided that all Income received by Seller or any Person acting on its behalf while the related Transaction is outstanding shall be deemed to be held by such Person solely in trust for Buyer pending the repurchase on the related Repurchase/Release Date). (c) With respect to all Income received by or on behalf of Seller in connection with any Underlying Asset subject to Transactions in Transaction Pool (EBO), the Collection Account Control Agreement. Seller shall, shall and shall cause Nationstar Servicer to, hold for the benefit of, and in trust for, Buyer to deposit all income, including, without limitation, all such Income received by or on behalf of Seller, Servicer or the REO Subsidiary with respect to such Purchased AssetsEarly Buyout Mortgage Loans, Pledged Assetsincluding all amounts received from HUD, FHA, VA or USDA, received on account of the Underlying Mortgage Loans and Underlying REO Property. Seller shall cause Servicer to deposit such Income in the Collection Account. All such Income shall be held in trust for BuyerProperty serviced by Servicer, shall constitute the property of Buyer except for tax purposes which shall be treated as income and property of Seller, and shall not be commingled with other property of Seller or any Affiliate of Seller. (d) Seller shall cause Nominee to deposit all Income received in an Agency Account into the Collection Account within two (2) Business Days of receipt receipt. With respect to any New Origination Mortgage Loans subject to a Transaction, upon the occurrence and continuance of an Event of Default, Seller shall, and shall cause Nationstar Servicer to deposit all related Income in the Collection Account within two (2) Business Days of receipt. All funds deposited in the Collection Account during any month shall be remitted to the Payment Account one (1) Business Day prior to the monthly Payment Date. Buyer shall withdraw any funds on deposit in the Payment Account and apply them in respect of the applicable Pool to which such funds relate as follows: (i) first, to pay any outstanding Servicer (other than Nationstar Servicer) fees or sub-servicer fees related to such Pool; (ii) second, to Buyer in payment of any accrued and unpaid Price Differential, fees and expenses related to such Pool; (iii) third, to pay to the Buyer Principal Payments and, with respect to Early Buyout Mortgage Loans, reimbursed Servicing Advances, in each case, related to such Pool, in each case, multiplied by the applicable Purchase Price Percentage; (iv) fourth, to pay the portion of any outstanding Margin Deficit applicable to the Underlying Assets in such Pool; (v) fifth, to Buyer in payment of any accrued and unpaid Price Differential, fees and expenses related to the other Pools, pro rata and pari passu; (vi) sixth, to Buyer, to be applied to satisfy the portion of any outstanding Margin Deficit applicable to the Underlying Assets in other Pools, pro rata and pari passu; (vii) seventh, to deposit into the applicable Agency Reserve Account; provided that, to maintain a balance in such account equal to the Reserve Account Required Balance; (viii) eighth, to Buyer the Obligations due and owing to the Buyer pursuant to the Facility Documents (for the avoidance of doubt, if Seller pays such Obligations shall exclude the Repurchase Price, unless due pursuant to Buyer another provision of this Agreement); and (ix) ninth, to the Repurchase/Release Price with respect to an Underlying Mortgage Loan after such Underlying Mortgage Loan becomes subject to an Agency Claim Process (a “Repurchase/Release Event”)Seller, then any amounts paid on such claim shall not be required to be deposited into the Collection Accountremaining. (ep) To the extent that Buyer receives any funds from a Take-out Investor with respect to the purchase by such Take-out Investor of an Underlying Mortgage Loan, Buyer shall promptly apply such funds funds, but no later than one (1) Business Day following receipt of notice of such payment and, in any event, in accordance with the Payments Waterfall for the applicable Transaction Poolsame order of priority set forth in Section 6(c) hereof. (fq) Seller understands and agrees that the Collection Account shall be titled in such a way as to indicate that the funds therein are being held in trust for Buyer, and shall be subject to the Collection Account Control Agreement. Funds deposited in the Collection Account during any month shall be held therein, in trust for Buyer, until the next Payment Date. Notwithstanding the preceding provisions, if an Event of Default has occurredoccurred and is continuing, all funds in each Pledged the Collection Account, Payment Account shall and Operating Account may be withdrawn and applied by Buyer with respect to the applicable Pool to which such funds relate as determined by Buyer; provided that any excess funds remaining following the reimbursement to Buyer of the aggregate Obligations shall be remitted to Seller.follows: