Common use of After Event of Default Clause in Contracts

After Event of Default. If an Event of Default has occurred and is continuing, all Income deposited into the Waterfall Account in respect of the Purchased Assets shall be applied by Waterfall Account Bank, on the Business Day next following the Business Day on which each amount of Income is so deposited, in the following order of priority: first, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such date; second, to pay to Buyer an amount equal to all default interest, late fees, fees, expenses and Indemnified Amounts then due and payable from Seller and other applicable Persons to Buyer under the Repurchase Documents; third, to pay any custodial and servicing fees and expenses due and payable under the Custodial Agreement and any Servicing Agreement, in each case, to the extent not otherwise paid by Seller; fourth, to pay to Buyer an amount equal to the aggregate Repurchase Price of all Purchased Assets (to be applied in such order and in such amounts as determined by Buyer, until such Repurchase Price has been reduced to zero); and (ii) to pay to any Affiliated Hedge Counterparty an amount equal to all termination payments due and payable with respect to each related Interest Rate Protection Agreement; fifth, to pay to Buyer all other Repurchase Obligations due and payable to Buyer; and sixth, to pay to Seller any remainder for its own account; provided, that if Buyer has exercised the remedies described in Section 10.02(d)(ii) with respect to any or all Purchased Assets, Seller shall not be entitled to any proceeds from any eventual sale of such Purchased Assets.

After Event of Default. If an Event of Default has occurred and is continuing, all Income deposited into the Waterfall Account in respect of the Purchased Assets shall be applied by Waterfall Account Bank, on the Business Day next following the Business Day on which each amount of Income is so deposited, in the following order of priority: first, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such date; second, to pay to Buyer an amount equal to all default interest, late fees, fees, expenses and Indemnified Amounts then due and payable from Seller and other applicable Persons to Buyer under the Repurchase Documents; third, to pay any custodial and servicing fees and expenses due and payable under the Custodial Agreement and any Servicing Agreement, in each case, to the extent not otherwise paid by Seller; fourth, to pay to Buyer an amount equal to the aggregate Repurchase Price of all Purchased Assets (to be applied in such order and in such amounts as determined by Buyer, until such Repurchase Price has been reduced to zero); and (ii) to pay to any Affiliated Hedge Counterparty an amount equal to all termination payments due and payable with respect to each related Interest Rate Protection Agreement; fifth, to pay to Buyer all other Repurchase Obligations due and payable to Buyer; sixth, to make a payment to each Other Facility Buyer or its Affiliates on account of the Repurchase Price of all Purchased Assets (each as defined in the Kensington Repurchase Agreement) or the Repayment Amount of all Pledged Assets (each as defined in the Gloss Loan Agreement) related to each Other Repurchase Agreement and sixthany other amounts due and owing under each such Other Facility (in such order of application to each Other Facility as Buyer determines in its sole discretion) until the Repurchase Price for such Purchased Assets (each as defined in the Kensington Repurchase Agreement) or the Repayment Amount of all Pledged Assets (each as defined in the Gloss Loan Agreement) and such other amounts due and owing have been reduced to zero, each such payment to be deposited into the related Waterfall Account (as defined in the applicable Other Repurchase Agreement) and allocated in the applicable Other Facility Buyer’s sole discretion; and seventh, to pay to Seller any remainder for its own account; provided, that if Buyer Xxxxx has exercised the remedies described in Section 10.02(d)(ii) with respect to any or all Purchased Assets, Seller shall not be entitled to any proceeds from any eventual sale of such Purchased Assets.

After Event of Default. If an Event of Default has occurred and is continuingexists, all Income with respect to the Purchased Assets in respect of Underlying Assets shall be deposited into the Waterfall Account. All Income deposited into the Waterfall Account in respect of the Purchased Assets and Underlying Assets shall be applied by Waterfall Account Bank, on the Business Day next following the Business Day on which each amount of Income is so deposited, in the following order of priority: first, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such date; second, to pay to Buyer and Servicers an amount equal to all default interest, late fees, fees, expenses and Indemnified Amounts then due and payable from any Seller and other applicable Persons to Buyer Buyer, each Trustee and Servicers, as applicable, under the Repurchase Documents; third, to pay any custodial and servicing fees and expenses due and payable under the Custodial Agreement and any Servicing Agreement, in each case, to the extent not otherwise paid by Seller; fourth, to pay to Buyer an amount equal to the aggregate Repurchase Aggregate Purchase Price of all Purchased Assets (to be applied in such order and in such amounts as determined by Buyer, until such Repurchase Aggregate Purchase Price has been reduced to zero); and (ii) to pay to any Affiliated Hedge Counterparty an amount equal to all termination payments due and payable with respect to each related Interest Rate Protection Agreement; fifthfourth, to pay to Buyer all other Repurchase Obligations due and payable to Buyer; fifth; to pay any indemnity amounts due and owing to the Trustee under any Master Series Trust Agreement or Series Supplement; and sixth, to pay any remaining amounts to Seller any remainder for its own account; provided, that if Buyer has exercised the remedies described in Section 10.02(d)(ii) with respect to any or all Purchased Assets, Seller shall not be entitled to any proceeds from any eventual sale of such Purchased Assetsrelated Seller.

After Event of Default. If an Event of Default has occurred and is continuingexists, all Income amounts deposited into the Waterfall Account in respect of the Purchased Assets or the Pledged Collateral during each Pricing Period shall be applied by Waterfall Account Bank, on Buyer by no later than the Business Day next following the Business Day on which each amount of Income is so deposited, Remittance Date in the following order of priority: first, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such dateRemittance Date; second, to pay to Buyer an amount equal to all default interest, late fees, fees, expenses and Indemnified Amounts then due and payable from Seller and other applicable Persons to Buyer under the Repurchase DocumentsDocuments (other than any amounts owed to the Custodian under the Custodial Agreement); third, to pay any custodial and servicing fees and expenses due and payable to Custodian under the Custodial Agreement and any Servicing Agreement, in each case, to the extent not otherwise paid by Seller; fourth, to pay to Buyer an amount equal to the aggregate Repurchase Price (other than any amounts payable to Xxxxx with respect to any Interest Rate Protection Agreement with Xxxxx) of all Purchased Assets (to be applied in reduction of the aggregate Repurchase Price in such amounts, order and in such amounts manner as determined by Buyer, until such Repurchase Price has been reduced to zerozero a(0); and (ii) to pay to any Affiliated Hedge Counterparty an amount equal to all termination payments due and payable with respect to each related Interest Rate Protection Agreement); fifth, to pay to Buyer, on behalf of Xxxxx as Hedge Counterparty, any amounts payable to Xxxxx with respect to any Interest Rate Protection Agreement with Xxxxx; sixth, to the extent not already withheld, to pay any Servicing Fees and expenses due and payable to Servicer under the Servicing Agreement; seventh, to pay to Buyer and any other applicable Person all other Repurchase Obligations due to Buyer and payable to Buyersuch other applicable Person; and sixtheighth, to pay the surplus, if any, to Seller any remainder for its own account; provided, that if Buyer has exercised the remedies described in Section 10.02(d)(ii) with respect to any or all Purchased Assets, Seller shall not be entitled to any proceeds from any eventual sale of such Purchased AssetsSeller.

After Event of Default. If an Event of Default has occurred and is continuingexists, all Income amounts deposited into the Waterfall Account in respect of the Purchased Assets or the Pledged Collateral shall be applied by Waterfall Account BankBuyer, on the Business Day next following the Business Day on which each such amount of Income is so deposited, in the following order of priority: first, to the extent Xxxxx is acting as the Servicer, Xxxxx has not deducted it Servicing Fees before depositing Income into the Waterfall Account and to the extent not previously paid by or on behalf of Seller, to pay any Servicing Fees then due and payable to such Servicer under the Servicing Agreement; second, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such dateRemittance Date; secondthird, to pay to Buyer an amount equal to all default interest, late fees, fees, expenses and Indemnified Amounts then due and payable from Seller and other applicable Persons to Buyer under the Repurchase DocumentsDocuments (other than any amounts owed to the Custodian under the Custodial Agreement); thirdfourth, to the extent Servicer is a Qualified Servicer (other than Xxxxx) and to the extent not previously paid by or on behalf of Seller, to pay any Servicing Fees (other than any costs and expenses of Servicer) then due and payable to such Qualified Servicer (other than Xxxxx) under the Servicing Agreement, pro rata; fifth, to pay any custodial and servicing fees and expenses due and payable to Custodian under the Custodial Agreement and any Servicing Agreement, in each case, to the extent not otherwise paid by Seller; fourthsixth, to pay to Buyer an amount equal to the aggregate Repurchase Price (other than any amounts payable to Xxxxx with respect to any Interest Rate Protection Agreement with Xxxxx) of all Purchased Assets (to be applied in reduction of the aggregate Repurchase Price in such amounts, order and in such amounts manner as determined by Buyer, until such Repurchase Price has been reduced to zerozero (0)); and (ii) to pay to any Affiliated Hedge Counterparty an amount equal to all termination payments due and payable with respect to each related Interest Rate Protection Agreement; fifthseventh, to pay to Buyer and any other applicable Person all other Repurchase Obligations due to Buyer and such other applicable Person; eighth, to pay to Buyer, on behalf of Xxxxx or an Affiliate of Xxxxx as Hedge Counterparty, any amounts payable to Xxxxx or an Affiliate of Xxxxx with respect to any Interest Rate Protection Agreement entered into by Seller with Xxxxx or an Affiliate of Xxxxx; ninth, to the extent Servicer is (i) not a Qualified Servicer and to the extent not previously paid by Seller, to pay any Servicing Fees then due and payable to Buyer; such Servicer under the Servicing Agreement and sixth(ii) a Qualified Servicer (other than Xxxxx) 58 Master Repurchase and Securities Contract (Xxxxx Fargo/CIM Real Estate) CHAR1\1716309v16 and to the extent not previously paid by Seller, to pay any costs and expenses of Servicer then due and payable to such Qualified Servicer under the Servicing Agreement, pro rata; and tenth, to Seller any remainder for its own account; provided, that if Buyer has exercised the remedies described in Section 10.02(d)(ii10.02(d) with respect to any or all Purchased Assets, Seller shall not be entitled to any proceeds from any eventual sale of such Purchased Assets.

After Event of Default. If an Event of Default has occurred and is continuingexists, all Income with respect to the Purchased Assets in respect of Underlying Assets shall be deposited into the Waterfall Account. All Income deposited into the Waterfall Account in respect of the Purchased Assets and Underlying Assets shall be applied by Waterfall Account Bank, on the Business Day next following the Business Day on which each amount of Income is so deposited, in the following order of priority: first, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such date; second, to pay to Buyer and Servicers an amount equal to all default interest, late fees, fees, expenses and Indemnified Amounts then due and payable from any Seller and other applicable Persons to Buyer Buyer, each Trustee and Servicers, as applicable, under the Repurchase Documents; third, to pay any custodial and servicing fees and expenses due and payable under the Custodial Agreement and any Servicing Agreement, in each case, to the extent not otherwise paid by Seller; fourth, to pay to Buyer an amount equal to the aggregate Repurchase Aggregate Purchase Price of all Purchased Assets (to be applied in such order and in such amounts as determined by Buyer, until such Repurchase Aggregate Purchase Price has been reduced to zero); and (ii) to pay to any Affiliated Hedge Counterparty an amount equal to all termination payments due and payable with respect to each related Interest Rate Protection Agreement; fifthfourth, to pay to Buyer all other Repurchase Obligations due and payable to Buyer; and sixthfifth, to pay any indemnity amounts due and owing to Seller the Trustee under any remainder for its own accountMaster Series Trust Agreement or Series Supplement; providedand fifth, that if Buyer has exercised to pay any remaining amounts to the remedies described in Section 10.02(d)(ii) with respect to any or all Purchased Assets, Seller shall not be entitled to any proceeds from any eventual sale of such Purchased Assetsrelated Seller.

After Event of Default. If an Event of Default exists and in the event that the Buyer has occurred and is continuingnot elected to exercise the remedy of a “deemed sale” in accordance with Section 10.02(a)(ii), all Income deposited into the Waterfall Account in respect of the Purchased Assets shall be applied by Waterfall Account BankBank as directed by Buyer, on the Business Day next following the Business Day on which each amount of Income is so deposited, in the following order of priority: first, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such date; second, to pay to Buyer an amount equal to all default interest, late fees, fees, expenses and Indemnified Amounts then due and payable from Seller the Sellers and other applicable Persons to Buyer under the Repurchase Documents; third, to pay any custodial and servicing fees and expenses due and payable under the Custodial Agreement and any Servicing Agreement, in each case, to the extent not otherwise paid by Seller; fourth, to pay to Buyer an amount equal to the aggregate Repurchase Price of all Purchased Assets (to be applied in such order and in such amounts as determined by Buyer, until such Repurchase Purchase Price has been reduced to zero); and (ii) to pay to any Affiliated Hedge Counterparty an amount equal to all termination payments due and payable with respect to each related Interest Rate Protection Agreement; fifth, to pay to Buyer all other Repurchase Obligations due and payable to Buyer; and sixth, to pay to Seller the Sellers any remainder for its their own account; providedaccount subject, that if Buyer has exercised however, to the remedies described in Section 10.02(d)(ii) with respect to any or all Purchased Assets, Seller shall not be entitled to any proceeds from any eventual sale covenants and other requirements of such Purchased Assetsthe Repurchase Documents.