Common use of Before an Event of Default Clause in Contracts

Before an Event of Default. If no Event of Default exists and remains uncured, all Income described in Section 5.01 and deposited into the Waterfall Account during each Pricing Period shall be applied by Waterfall Account Bank, Buyer or a Person designated by Buyer pursuant to the related Controlled Account Agreement by no later than the next following Remittance Date in the following order of priority: first, to the extent not withheld by Interim Servicer in accordance with Sections 5.01 and 8.06, to pay to Interim Servicer an amount equal to any accrued and unpaid Servicing Fees (as defined in the Interim Servicing Agreement) in accordance with the terms of the Interim Servicing Agreement; second, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Date; third, to pay to Buyer 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 under the Repurchase Documents; fourth, to pay to Buyer an amount sufficient to eliminate any outstanding Margin Deficit (without limiting any Seller’s obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01); fifth, to pay any custodial fees and expenses due and payable under the Custodial Agreement; sixth, to pay to Buyer, the Applicable Percentage of any scheduled Principal Payments (to the extent actually deposited into the Waterfall Account), but only to the extent that such remittance would not result in the creation of a Margin Deficit, to be applied to reduce the outstanding Purchase Price of the applicable Purchased Assets or as otherwise agreed in writing by Buyer and the applicable Seller; seventh, to pay to Buyer any other amounts then due and payable from any Seller and other applicable Persons to Buyer under the Repurchase Documents; and eighth, to pay to the applicable Seller any remainder for its own account, subject, however, to the covenants and other requirements of the Repurchase Documents; provided that, if any Material Facility Default has occurred and is continuing on such Remittance Date, all amounts otherwise payable to such Seller hereunder shall be retained in the Waterfall Account until the earlier of (x) the day on which Buyer provides written notice to the Waterfall Account Bank that such Material Facility Default has been cured to satisfaction of Buyer in its sole discretion, at which time the Waterfall Account Bank shall apply all such amounts pursuant to this priority eighth; and (y) the day that is ten (10) Business Days after the occurrence of the applicable Material Facility Default, at which time the Waterfall Account Bank shall apply all such amounts pursuant to priorities sixth and seventh of Section 5.03.

Before an Event of Default. If no Event of Default exists has occurred and remains uncuredis continuing, all Income described in Section 5.01 and deposited into the Waterfall Account during each Pricing Period shall be applied by Waterfall Deposit Account Bank, Buyer or a Person designated by Buyer pursuant to the related Controlled Account Agreement Bank by no later than the next following Remittance Date in the following order of priority: first, to the extent not withheld by Interim Servicer in accordance with Sections 5.01 and 8.06, to pay to Interim Servicer an amount equal to any accrued and unpaid Servicing Fees (as defined in the Interim Servicing Agreement) in accordance with the terms of the Interim Servicing Agreement; second, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Date; thirdsecond, to pay to Buyer 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 under the Repurchase Documents; fourththird, to pay to Buyer an amount sufficient to eliminate any outstanding Margin Deficit or to cure existing breaches of the Facility Debt Yield Test (without limiting any Seller’s obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.014.01 or to cure the existing breaches of either the Debt Yield Test (with respect to Legacy Purchased Assets) or the PPV Test); fifthfourth, to pay any custodial and servicing fees and expenses due and payable under the Custodial Agreement and any Servicing Agreement; sixthfifth, to pay to Buyer, the Applicable Percentage of any scheduled Principal Payments (to the extent actually deposited into the Waterfall Account), but only to the extent that such remittance would not result in the creation of a Margin Deficit, to be applied to reduce the outstanding Purchase Price of the applicable Purchased Assets or Assets, as otherwise agreed in writing Buyer shall determine; sixth, to pay to Buyer all Release Amounts, to be applied by Buyer and to reduce the applicable Sellerthen-current unpaid Repurchase Prices of one or more of the remaining Purchased Assets, as Buyer shall determine in its discretion; seventh, to pay to Buyer any other amounts then due and payable from any Seller and other applicable Persons to Buyer under the Repurchase Documents; and eighth, to pay to the applicable Seller any remainder remainder, if any, for its Seller’s own account, subject, however, to the covenants and other requirements of the Repurchase Documents; provided that, if any Material Facility Default has occurred and is continuing on such Remittance Date, all amounts otherwise payable to such Seller hereunder shall be retained in the Waterfall Account until the earlier of (x) the day on which Buyer provides written notice to the Waterfall Deposit Account Bank that such Material Facility Default has been cured to the satisfaction of Buyer in its sole discretionBuyer, and no other Default or Event of Default has occurred and is continuing, at which time the Waterfall Deposit Account Bank shall apply all such amounts pursuant to Section 5.02, without regard for the proviso in this priority eighth; and (y) the day that is ten (10) Business Days after the occurrence of the applicable Material Facility Default, at which time the Waterfall Deposit Account Bank shall apply all such amounts pursuant to priorities sixth and seventh of Section 5.03.

Before an Event of Default. If no Event of Default exists has occurred and remains uncuredis continuing, all Income described in Section 5.01 and deposited into the Waterfall Account during each Pricing Period Period, shall be applied by Waterfall Deposit Account Bank, Buyer or a Person designated by Buyer pursuant to the related Controlled Account Agreement Bank by no later than the next following Remittance Date in the following order of priority; provided that, upon written notice (in electronic or physical format) from Seller to Buyer and Deposit Account Bank, requesting distribution of Income consisting of Significant Principal Payments that has been credited to the Waterfall Account, no more than once in any Pricing Period, such Income consisting of Significant Principal Payments shall be applied by Deposit Account Bank within two (2) Business Days following receipt of such notice, in each case, in the following order of priority: first, to the extent not withheld by Interim Servicer in accordance with Sections 5.01 and 8.06, to pay to Interim Servicer an amount equal to any accrued and unpaid Servicing Fees (as defined in the Interim Servicing Agreement) in accordance with the terms of the Interim Servicing Agreement; second, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Date; thirdsecond, to pay to Buyer 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 under the Repurchase Documents; fourththird, to pay to Buyer an amount sufficient to eliminate any outstanding Margin Deficit that is subject to a Margin Call (without limiting any Seller’s obligation to satisfy a Margin Deficit that is subject to a Margin Call in a timely manner as required by Section 4.01); fourth, to pay to Buyer all unpaid Release Amounts (if any) payable in accordance with the terms of this Agreement, to be applied by Buyer to reduce the then-current unpaid Repurchase Prices of one or more of the remaining Purchased Assets, as Buyer shall determine in its discretion; fifth, to pay any custodial fees and expenses due and payable under the Custodial Agreement; sixth, to pay to Buyer, Buyer the Applicable Percentage of any scheduled Principal Payments (to the extent actually deposited into the Waterfall Account), but only to the extent that such remittance would not result in the creation of a Margin Deficit, to be applied to reduce the outstanding Purchase Price of each related Purchased Asset; sixth, to pay any custodial and servicing fees and expenses due and payable under the applicable Purchased Assets or as otherwise agreed in writing by Buyer Custodial Agreement and the applicable Sellerany Servicing Agreement; seventh, to pay to Buyer any other amounts then due and payable from any Seller and other applicable Persons to Buyer under the Repurchase Documents; and eighth, to pay to the applicable Seller any remainder for its own account, subject, however, to the covenants and other requirements of the Repurchase Documents; provided that, if any Material Facility Default has occurred and is continuing on such Remittance Date, all amounts otherwise payable to such Seller hereunder shall be retained in the Waterfall Account until the earlier of (x) the day on which Buyer provides written notice to the Waterfall Deposit Account Bank that such Material Facility Default has been cured to the satisfaction of Buyer in its sole discretiondiscretion and no other Default or Event of Default has occurred and is continuing, at which time the Waterfall Deposit Account Bank shall apply all such amounts pursuant to this priority eighth; and (y) the day that is ten (10) Business Days after the occurrence related Default becomes an Event of the applicable Material Facility Default, at which time the Waterfall Deposit Account Bank shall apply all such amounts pursuant to priorities sixth and seventh of Section 5.03.

Before an Event of Default. (a) If no Event of Default exists and remains uncuredexists, Buyer shall direct Account Bank to apply all Income described in Section 5.01 and received during each Pricing Period and deposited into the Waterfall Account during each Pricing Period shall be applied by Waterfall Account Bank, Buyer or a Person designated by Buyer pursuant to the related Controlled Account Agreement by no later than the next following Remittance Date in the following order of priority: first, to the extent not withheld by Interim Servicer in accordance with Sections 5.01 and 8.06, to pay to Interim Servicer an amount equal sufficient to reimburse Servicer for any accrued and unpaid Servicing Fees (as defined in outstanding servicing advances advanced from Servicer’s own funds pursuant to the Interim Servicing Agreement) in accordance with the terms of the Interim Servicing Agreement; second, to pay to Servicer, Qualified Trustee of Seller and Custodian, on a pro rata basis, amounts equal to their respective fees due and payable with respect to the Repurchase Documents; third, to pay to Buyer an amount amounts equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Date; thirdfourth, to pay to Buyer an amount amounts equal to any Repurchase Price payable to Buyer; fifth, to pay to Buyer amounts sufficient to eliminate any outstanding Margin Deficit (without limiting Seller’s obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01); sixth, to pay to Buyer amounts 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 under the Repurchase Documents; fourthseventh, to deposit any amounts necessary to maintain the Price Differential Required Amount; eighth, (i) for any Remittance Date during the Extension Period, and provided no Cash-Trap Trigger Event has occurred, to remit amounts to Buyer to be applied to decrease the aggregate Purchase Price of the Purchased Assets, until the aggregate Purchase Price equals or is less than the Extension Margin Amount or (ii) during the existence of a Cash-Trap Trigger Event, one hundred percent (100%) of any remaining amounts to Buyer to reduce the Aggregate Purchase Price to zero; ninth, to pay to Buyer an amount sufficient to eliminate Servicer, Qualified Trustee of Seller and Custodian any outstanding Margin Deficit (without limiting any Seller’s obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01); fifth, to pay any custodial fees and expenses due and payable under the Custodial Agreement; sixth, to pay to Buyer, the Applicable Percentage of any scheduled Principal Payments (to the extent actually deposited into the Waterfall Account), but only to the extent that such remittance would not result in the creation of a Margin Deficit, to be applied to reduce the outstanding Purchase Price of the applicable Purchased Assets or as otherwise agreed in writing by Buyer and the applicable Seller; seventh, to pay to Buyer any other amounts Indemnified Amounts then due and payable from any Seller and other applicable Persons to Buyer such parties under the Repurchase Documents; and eighthtenth, any remaining amounts to Seller. (b) Notwithstanding anything in this Section 5.03 to the contrary, Buyer shall apply all amounts allocable to any outstanding Margin Deficit under clause fifth of Section 5.03(a) above and any amounts paid by Seller to cure any outstanding Margin Deficit in its discretion and shall apply all other amounts allocable to Buyer under Section 5.03(a) above first to the Purchased Asset with respect to which such amounts relate, and then, pro rata to all other Purchased Assets in accordance with the outstanding Purchase Price for such Purchased Assets. (c) On the Facility Termination Date, all Income net of those proceeds used to pay the Price Differential, shall be paid to Buyer to reduce the applicable Seller Aggregate Purchase Price to zero and any remainder for its own account, subject, however, shall be remitted to the covenants and other requirements of the Repurchase Documents; provided that, if Seller. (d) If on any Material Facility Default has occurred and is continuing on such Remittance Date, all the amounts otherwise payable to such Seller hereunder shall be retained then on deposit in the Waterfall Account until the earlier of (x) the day on which Buyer provides written notice are insufficient to the Waterfall Account Bank that such Material Facility Default has been cured to satisfaction of Buyer in its sole discretion, at which time the Waterfall Account Bank shall apply all such amounts pursuant to this priority eighth; and (y) the day that is ten (10) Business Days after the occurrence of the applicable Material Facility Default, at which time the Waterfall Account Bank shall apply all such amounts pursuant to priorities sixth and seventh satisfy clause third of Section 5.035.03(a) above, Buyer may withdraw from the Price Differential Maintenance Account an amount of funds necessary to cure such deficiency.

Before an Event of Default. (a) If no Event of Default exists and remains uncuredexists, Buyer shall direct Account Bank to apply all Income described in Section 5.01 and received during each Pricing Period and deposited into the Waterfall Account during each Pricing Period shall be applied by Waterfall Account Bank, Buyer or a Person designated by Buyer pursuant to the related Controlled Account Agreement by no later than the next following Remittance Date in the following order of priority: first, to the extent not withheld by Interim Servicer in accordance with Sections 5.01 and 8.06, to pay to Interim Servicer an amount equal sufficient to reimburse Servicer for any accrued and unpaid Servicing Fees (as defined in outstanding servicing advances advanced from Servicer’s own funds pursuant to the Interim Servicing Agreement) in accordance with the terms of the Interim Servicing Agreement; second, to pay to Servicer, Qualified Trustee of Seller and Custodian, on a pro rata basis, amounts equal to their respective fees due and payable with respect to the Repurchase Documents; third, to pay to Buyer an amount amounts equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Date; thirdfourth, to pay to Buyer an amount amounts equal to any Repurchase Price payable to Buyer; fifth, to pay to Buyer amounts sufficient to eliminate any outstanding Margin Deficit (without limiting Seller’s obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01); sixth, to pay to Buyer amounts 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 under the Repurchase Documents; fourthseventh, to deposit any amounts necessary to maintain the Price Differential Required Amount; eighth, (i) provided no Cash-Trap Trigger Event has occurred, to remit amounts to Buyer to be applied to decrease the Aggregate Purchase Price of the Purchased Assets, until the Aggregate Purchase Price equals or is less than the product of (A) the Aggregate Market Value, times (B) the Applicable Percentage; or (ii) during the existence of a Cash-Trap Trigger Event, one hundred percent (100%) of any remaining amounts to Buyer to reduce the Aggregate Purchase Price to zero; ninth, to pay to Buyer an amount sufficient to eliminate Servicer, Qualified Trustee of Seller and Custodian any outstanding Margin Deficit (without limiting any Seller’s obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01); fifth, to pay any custodial fees and expenses due and payable under the Custodial Agreement; sixth, to pay to Buyer, the Applicable Percentage of any scheduled Principal Payments (to the extent actually deposited into the Waterfall Account), but only to the extent that such remittance would not result in the creation of a Margin Deficit, to be applied to reduce the outstanding Purchase Price of the applicable Purchased Assets or as otherwise agreed in writing by Buyer and the applicable Seller; seventh, to pay to Buyer any other amounts Indemnified Amounts then due and payable from any Seller and other applicable Persons to Buyer such parties under the Repurchase Documents; and eighthtenth, any remaining amounts to Seller. (b) Notwithstanding anything in this Section 5.03 to the contrary, Buyer shall apply all amounts allocable to any outstanding Margin Deficit under clause fifth of Section 5.03(a) above and any amounts paid by Seller to cure any outstanding Margin Deficit in its discretion and shall apply all other amounts allocable to Buyer under Section 5.03(a) above first to the Purchased Asset with respect to which such amounts relate, and then, pro rata to all other Purchased Assets in accordance with the outstanding Purchase Price for such Purchased Assets. (c) On the Facility Termination Date, all Income net of those proceeds used to pay the Price Differential, shall be paid to Buyer to reduce the applicable Seller Aggregate Purchase Price to zero and any remainder for its own account, subject, however, shall be remitted to the covenants and other requirements of the Repurchase Documents; provided that, if Seller. (d) If on any Material Facility Default has occurred and is continuing on such Remittance Date, all the amounts otherwise payable to such Seller hereunder shall be retained then on deposit in the Waterfall Account until the earlier of (x) the day on which Buyer provides written notice are insufficient to the Waterfall Account Bank that such Material Facility Default has been cured to satisfaction of Buyer in its sole discretion, at which time the Waterfall Account Bank shall apply all such amounts pursuant to this priority eighth; and (y) the day that is ten (10) Business Days after the occurrence of the applicable Material Facility Default, at which time the Waterfall Account Bank shall apply all such amounts pursuant to priorities sixth and seventh satisfy clause third of Section 5.035.03(a) above, Buyer may withdraw from the Price Differential Maintenance Account an amount of funds necessary to cure such deficiency.

Before an Event of Default. If no Event of Default exists has occurred and remains uncuredis continuing, all Income described in Section 5.01 and deposited into the Waterfall Account during each Pricing Period shall be applied by Waterfall Deposit Account Bank, Buyer or a Person designated by Buyer pursuant to the related Controlled Account Agreement Bank by no later than the next following Remittance Date in the following order of priority: first, to the extent not withheld by Interim Servicer in accordance with Sections 5.01 and 8.06, to pay to Interim Servicer an amount equal to any accrued and unpaid Servicing Fees (as defined in the Interim Servicing Agreement) in accordance with the terms of the Interim Servicing Agreement; second, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Date; thirdsecond, to pay to Buyer 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 under the Repurchase Documents; fourththird, to pay to Buyer an amount sufficient to eliminate any outstanding Margin Deficit or to cure existing breaches of the Facility Debt Yield Test (without limiting any Seller’s obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.014.01 or to cure the existing breaches of either the Debt Yield Test or the PPV Test); fifthfourth, to pay any custodial and servicing fees and expenses due and payable under the Custodial Agreement and any Servicing Agreement; sixthfifth, to pay to Buyer, the Applicable Percentage of any scheduled Principal Payments (to the extent actually deposited into the Waterfall Account), but only to the extent that such remittance would not result in the creation of a Margin Deficit, to be applied to reduce the outstanding Purchase Price of the applicable Purchased Assets or Assets, as otherwise agreed in writing Buyer shall determine; sixth, to pay to Buyer all Release Amounts, to be applied by Buyer and to reduce the applicable Sellerthen-current unpaid Repurchase Prices of one or more of the remaining Purchased Assets, as Buyer shall determine in its discretion; seventh, to pay to Buyer any other amounts then due and payable from any Seller and other applicable Persons to Buyer under the Repurchase Documents; eighth, (i) if the remaining amount on deposit in the Waterfall Account, after application of all amounts remitted pursuant to clauses first through seventh above, is less than or equal to the Minimum Liquidity Amount, then all such remaining amounts shall be retained on deposit in the Waterfall Account and eighthno such remaining amounts shall be remitted to Seller pursuant to clause ninth below, and (ii) if the remaining amount on deposit in the Waterfall Account, after application of all amounts remitted pursuant to clauses first through seventh above, is greater than the Minimum Liquidity Amount, then an amount equal to the Minimum Liquidity Amount shall be retained on deposit in the Waterfall Account before any amounts are remitted to Seller pursuant to clause ninth below; and ninth, to pay to the applicable Seller any remainder on deposit in the Waterfall Account in excess of the Minimum Liquidity Amount, if any, for its Seller’s own account, subject, however, to the covenants and other requirements of the Repurchase Documents; provided that, if any Material Facility Default has occurred and is continuing on such Remittance Date, all amounts otherwise payable to such Seller hereunder shall be retained in the Waterfall Account until the earlier of (x) the day on which Buyer provides written notice to the Waterfall Deposit Account Bank that such Material Facility Default has been cured to the satisfaction of Buyer in its sole discretionBuyer, and no other Default or Event of Default has occurred and is continuing, at which time the Waterfall Deposit Account Bank shall apply all such amounts pursuant to Section 5.02, without regard for the proviso in this priority eighthninth; and (y) the day that is ten (10) Business Days after the occurrence of the applicable Material Facility Default, at which time the Waterfall Deposit Account Bank shall apply all such amounts pursuant to priorities sixth and seventh of Section 5.03.

Before an Event of Default. If no Event of Default exists has occurred and remains uncuredis continuing, all Income described in Section 5.01 and deposited into the Waterfall Account during -49- each Pricing Period shall be applied by Waterfall Deposit Account Bank, Buyer or a Person designated by Buyer pursuant to the related Controlled Account Agreement Bank by no later than the next following Remittance Date in the following order of priority: first, to the extent not withheld by Interim Servicer in accordance with Sections 5.01 and 8.06, to pay to Interim Servicer an amount equal to any accrued and unpaid Servicing Fees (as defined in the Interim Servicing Agreement) in accordance with the terms of the Interim Servicing Agreement; second, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Date; thirdsecond, to pay to Buyer 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 under the Repurchase Documents; fourththird, to pay to Buyer an amount sufficient to eliminate any outstanding Margin Deficit that is subject to a Margin Call (without limiting any Seller’s obligation to satisfy a Margin Deficit that is subject to a Margin Call in a timely manner as required by Section 4.01); fourth, to the extent that any Release Amount has not been paid in connection with the repurchase of any Purchased Asset by Seller during any Extension Period, to pay to Buyer an amount equal to such unpaid Release Amount to be applied by Buyer to reduce the then-current unpaid Purchase Prices of one or more of the remaining Purchased Assets, as Buyer shall determine in its discretion; fifth, to pay any custodial fees and expenses due and payable under the Custodial Agreement; sixth, to pay to Buyer, Buyer the Applicable Percentage of any scheduled Principal Payments (to the extent actually deposited into the Waterfall Account), but only to the extent that such remittance would not result in the creation of a Margin Deficit, to be applied to reduce the outstanding Purchase Price of each related Purchased Asset; sixth, to pay any custodial and servicing fees and expenses due and payable under the applicable Purchased Assets or as otherwise agreed in writing by Buyer Custodial Agreement and the applicable Sellerany Servicing Agreement; seventh, to pay to Buyer any other amounts then due and payable from any Seller and other applicable Persons to Buyer under the Repurchase Documents; and eighth, to pay to the applicable Seller any remainder for its own account, subject, however, to the covenants and other requirements of the Repurchase Documents; provided that, if any Material Facility Default has occurred and is continuing exists on such Remittance Date, all amounts otherwise payable to such Seller hereunder shall be retained in the Waterfall Account until the earlier of (x) the day on which Buyer provides written notice to the Waterfall Deposit Account Bank that such Material Facility Default has been cured to the satisfaction of Buyer in its sole discretioncommercially reasonable discretion in accordance with this Agreement and no other Default or Event of Default exists, at which time the Waterfall Deposit Account Bank shall apply all such amounts pursuant to this priority eighth; and (y) the day that is ten (10) Business Days after the occurrence related Default becomes an Event of the applicable Material Facility Default, at which time the Waterfall Deposit Account Bank shall apply all such amounts pursuant to priorities sixth and seventh of Section 5.03.

Before an Event of Default. If no Event of Default exists has occurred and remains uncuredis continuing, all Income described in Section 5.01 and deposited into the Waterfall Account during each Pricing Period Period, shall be applied by Waterfall Deposit Account Bank, Buyer or a Person designated by Buyer pursuant to the related Controlled Account Agreement Bank by no later than the next following Remittance Date in the following order of priority; provided that, upon written notice (in electronic or physical format) from Seller to Buyer and Deposit Account Bank, requesting distribution of Income consisting of Significant Principal Payments that has been credited to the Waterfall Account, no more than once in any Pricing Period, such Income consisting of Significant Principal Payments shall be applied by Deposit Account Bank within two (2) Business Days following receipt of such notice, in each case, in the following order of priority: first, to the extent not withheld by Interim Servicer in accordance with Sections 5.01 and 8.06, to pay to Interim Servicer an amount equal to any accrued and unpaid Servicing Fees (as defined in the Interim Servicing Agreement) in accordance with the terms of the Interim Servicing Agreement; second, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Date; thirdsecond, to pay to Buyer 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 under the Repurchase Documents; fourththird, to pay to Buyer an amount sufficient to eliminate any outstanding Margin Deficit that is subject to a Margin Call (without limiting any Seller’s obligation to satisfy a Margin Deficit that is subject to a Margin Call in a timely manner as required by Section 4.01); fourth, to pay to Buyer all unpaid Release Amounts (if any) payable in accordance with the terms of this Agreement, to be applied by Buyer to reduce the then-current unpaid Repurchase Prices of one or more of the remaining Purchased Assets, as Buyer shall determine in its discretion; fifth, to pay any custodial fees and expenses due and payable under the Custodial Agreement; sixth, to pay to Buyer, Buyer the Applicable Percentage of any scheduled Principal Payments (to the extent actually deposited into the Waterfall Account), but only to the extent that such remittance would not result in the creation of a Margin Deficit, to be applied to reduce the outstanding Purchase Price of the applicable each related Purchased Assets or as otherwise agreed in writing by Buyer and the applicable Seller; seventh, to pay to Buyer any other amounts then due and payable from any Seller and other applicable Persons to Buyer under the Repurchase Documents; and eighth, to pay to the applicable Seller any remainder for its own account, subject, however, to the covenants and other requirements of the Repurchase Documents; provided that, if any Material Facility Default has occurred and is continuing on such Remittance Date, all amounts otherwise payable to such Seller hereunder shall be retained in the Waterfall Account until the earlier of (x) the day on which Buyer provides written notice to the Waterfall Account Bank that such Material Facility Default has been cured to satisfaction of Buyer in its sole discretion, at which time the Waterfall Account Bank shall apply all such amounts pursuant to this priority eighth; and (y) the day that is ten (10) Business Days after the occurrence of the applicable Material Facility Default, at which time the Waterfall Account Bank shall apply all such amounts pursuant to priorities sixth and seventh of Section 5.03.Asset;

Before an Event of Default. If no Event of Default exists has occurred and remains uncuredis continuing, all Income described in Section 5.01 and deposited into the Waterfall Account during each Pricing Period shall be applied by Waterfall Deposit Account Bank, Buyer or a Person designated by Buyer pursuant to the related Controlled Account Agreement by no later than Bank on the next following Remittance Date in the following order of priority: first, to the extent not withheld by Interim Servicer in accordance with Sections 5.01 and 8.06, to pay to Interim Servicer an amount equal to any accrued and unpaid Servicing Fees (as defined in the Interim Servicing Agreement) in accordance with the terms of the Interim Servicing Agreement; second, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Date; thirdsecond, to pay to Buyer 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 under the Repurchase Documents; fourththird, to pay to Buyer an amount sufficient to eliminate any outstanding Margin Deficit which has resulted in a Margin Call (without limiting any Seller’s obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01); fifthfourth, to pay any custodial and servicing fees and expenses due and payable under the Custodial Agreement and any Servicing Agreement; sixthfifth, to pay to Buyer, the Applicable Percentage of any scheduled Principal Payments (to the extent actually deposited into the Waterfall Account), but only to the extent that such remittance would not result in the creation of a Margin Deficit, ) to be applied to reduce the outstanding Purchase Price of the applicable related Purchased Assets or as otherwise agreed in writing Assets; sixth, to pay to Buyer all Release Amounts, if any, to be applied by Buyer and to reduce the applicable Sellerthen-current unpaid Repurchase Prices of one or more of the remaining Purchased Assets, as Buyer shall determine in its discretion; seventh, to pay to Buyer any other amounts then due and payable from any Seller and other applicable Persons to Buyer under the Repurchase Documents; and eighth, to pay to the applicable Seller any remainder for its own account, subject, however, to the covenants and other requirements of the Repurchase Documents; provided that, if any Material Facility Default has occurred and is continuing on such Remittance Date, all amounts otherwise payable to such Seller hereunder shall be retained in the Waterfall Account until the earlier of (x) the day on which Buyer provides written notice to the Waterfall Deposit Account Bank that such Material Facility Default has been cured to the satisfaction of Buyer in its sole discretiondiscretion and no other Default or Event of Default has occurred and is continuing, at which time the Waterfall Deposit Account Bank shall apply all such amounts pursuant to this priority eighth; and (y) the day that is ten (10) Business Days after the occurrence related Default becomes an Event of the applicable Material Facility Default, at which time the Waterfall Deposit Account Bank shall apply all such amounts pursuant to priorities sixth and seventh of Section 5.03.

Before an Event of Default. If no Event of Default exists and remains uncuredexists, all Income described in Section 5.01 and deposited into the Waterfall Collection Account during each Pricing Period shall be applied by Waterfall Collection Account Bank, Buyer or a Person designated by Buyer pursuant to the related Controlled Account Agreement Bank by no later than the next following Remittance Date in the following order of priority: first, to pay all then-currently due and payable servicing fees to Buyer (or its designated Servicer), and to reimburse Buyer (or its designated Servicer) for any and all costs, expenses, advances and similar amounts incurred by Buyer (or its designated Servicer) in connection with the servicing of the Purchased Assets; second, to the extent not withheld such payments are actually remitted by Interim Servicer in accordance with Sections 5.01 and 8.06the Underlying Obligor to the Collection Account, to pay remit the tax (and insurance, if applicable) escrow portion and any tenant improvement, capital expenditure or other reserve portion of any payments received from each Underlying Obligor to Interim Servicer an amount equal the respective escrow agents pursuant to the escrow agreements for the related Mortgage Loan or Underlying Mortgage Loans, and whether or not any accrued and unpaid Servicing Fees (as defined in event of default exists with respect to the Interim Servicing Agreement) in accordance with the terms of the Interim Servicing Agreementrelated Mortgage Loan or Underlying Mortgage Loan; secondthird, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Date; thirdfourth, to pay to Buyer 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 under the Repurchase Documents; fourthfifth, to pay to Buyer an amount sufficient to eliminate any outstanding Margin Deficit (without limiting any Seller’s obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01); fifthsixth, to pay any custodial fees and expenses due and payable under the Custodial Agreement; sixthseventh, to pay to Buyer, the Applicable Percentage of any scheduled Principal Payments (to the extent actually deposited into the Waterfall Account)Buyer, but only to the extent that such remittance would not result in the creation of a Margin Deficit, to be applied to reduce the outstanding Purchase Price of the applicable Purchased Assets or in such order as otherwise agreed Buyer shall determine in writing by Buyer and the applicable Sellerits discretion; seventheighth, to pay to Buyer any other amounts then due and payable from any Seller and other applicable Persons to Buyer under the Repurchase Documents; and eighthninth, to pay to the applicable Seller any remainder for its own account, subject, however, to the covenants and other requirements of the Repurchase Documents; provided that, if any Material Facility Default has occurred and is continuing on such Remittance Date, all amounts otherwise payable to such Seller hereunder shall be retained in the Waterfall Account until the earlier of (x) the day on which Buyer provides written notice to the Waterfall Account Bank that such Material Facility Default has been cured to satisfaction of Buyer in its sole discretion, at which time the Waterfall Account Bank shall apply all such amounts pursuant to this priority eighth; and (y) the day that is ten (10) Business Days after the occurrence of the applicable Material Facility Default, at which time the Waterfall Account Bank shall apply all such amounts pursuant to priorities sixth and seventh of Section 5.03.

Before an Event of Default. If (a) On each Distribution Date, if no Event of Default exists and remains uncuredexists, Buyer shall direct Account Bank to apply all Income described on deposit in Section 5.01 and deposited into the Waterfall Account during each Pricing Period shall be applied by Waterfall Account Bank, Buyer or a Person designated by Buyer pursuant to as of the related Controlled Account Agreement by no later than the next following immediately preceding Remittance Date in the following order of priority: first, to the extent not withheld by Interim Servicer in accordance with Sections 5.01 and 8.06, to pay to Interim Servicer an amount equal Servicers and each Trustee any fees, expenses and indemnities, in each case, then due and owing with respect to any accrued the Underlying Assets and unpaid Servicing Fees (as defined in pursuant to the Interim Servicing Agreement) in accordance with the express terms of the Interim applicable Servicing Agreement, or applicable Master Series Trust Agreement and related Series Supplements, as applicable, to the extent such amounts are unpaid; provided that Buyer as received an itemized invoice for such unpaid amounts; second, to pay to Buyer an amount amounts equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Distribution Date; third, to pay to Buyer an amount amounts equal to any Repurchase Price payable to Buyer; fourth, to pay to Buyer amounts sufficient to eliminate any outstanding Margin Deficit (without limiting Sellers’ obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01); fifth, to pay to Buyer amounts 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 under the Repurchase Documents; fourthsixth, to deposit any amounts necessary to maintain the Price Differential Required Amount; seventh, during the Amortization Period or during the existence of a Cash-Trap Trigger Event, one hundred percent (100%) of any remaining amounts to Buyer to reduce the Aggregate Purchase Price to zero; eighth, to pay to Buyer an amount sufficient to eliminate Servicers any outstanding Margin Deficit (without limiting any Seller’s obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01); fifth, to pay any custodial fees and expenses due and payable under the Custodial Agreement; sixth, to pay to Buyer, the Applicable Percentage of any scheduled Principal Payments (to the extent actually deposited into the Waterfall Account), but only to the extent that such remittance would not result in the creation of a Margin Deficit, to be applied to reduce the outstanding Purchase Price of the applicable Purchased Assets or as otherwise agreed in writing by Buyer and the applicable Seller; seventh, to pay to Buyer any other amounts Indemnified Amounts then due and payable from any Seller and other applicable Persons to Buyer such parties under the Repurchase Documents; and eighthninth, any remaining amounts to the related Seller. (b) Notwithstanding anything in this Section 5.03 to the contrary, Buyer shall apply all amounts allocable to any outstanding Margin Deficit under clause fifth of Section 5.03(a) above and any amounts paid by Seller to cure any outstanding Margin Deficit in its discretion and shall apply all other amounts allocable to Buyer under Section 5.03(a) above first to the Purchased Asset and Underlying Assets with respect to which such amounts relate, and then, pro rata to all other Purchased Assets and Underlying Assets in accordance with the outstanding Purchase Price for such Purchased Assets and Underlying Assets. (c) On the Facility Termination Date, all Income net of those proceeds used to pay the Price Differential, shall be paid to Buyer to reduce the applicable Seller Aggregate Purchase Price to zero and any remainder for its own account, subject, however, shall be remitted to the covenants and other requirements of the Repurchase Documents; provided that, if Sellers. (d) If on any Material Facility Default has occurred and is continuing on such Remittance Date, all the amounts otherwise payable to such Seller hereunder shall be retained then on deposit in the Waterfall Account until the earlier of (x) the day on which Buyer provides written notice are insufficient to the Waterfall Account Bank that such Material Facility Default has been cured to satisfaction of Buyer in its sole discretion, at which time the Waterfall Account Bank shall apply all such amounts pursuant to this priority eighth; and (y) the day that is ten (10) Business Days after the occurrence of the applicable Material Facility Default, at which time the Waterfall Account Bank shall apply all such amounts pursuant to priorities sixth and seventh satisfy clause third of Section 5.035.03(a) above, Buyer may withdraw from the Price Differential Maintenance Account an amount of funds necessary to cure such deficiency.

Before an Event of Default. If no Event of Default exists and remains uncuredexists, all Income described in Section 5.01 and deposited into the Waterfall Account during each Pricing Period shall be applied by Waterfall Deposit Account Bank, Buyer or a Person designated by Buyer pursuant to the related Controlled Account Agreement Bank by no later than the next following Remittance Date in the following order of priority: first, to the extent not withheld by Interim so long as Servicer in accordance with Sections 5.01 and 8.06is a Person other than Seller or an Affiliate of Seller, to pay to Interim Servicer an amount equal to any accrued servicing fees and unpaid Servicing Fees (as defined in the Interim Servicing Agreement) in accordance with the terms of the Interim expenses due and payable under any Servicing Agreement; second, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Date; third, to pay to Buyer 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 under the Repurchase Documents; fourth, to pay to Buyer an amount sufficient to eliminate any outstanding Margin Deficit or to cure any existing breaches of the Facility Debt Yield Test (without limiting any Seller’s obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01); fifth, to pay any custodial fees and expenses due and payable under the Custodial Agreement; sixth, to pay to Buyer, the product of (i) the Applicable Percentage Percentage, multiplied by (ii) the quotient of the then-current Market Value divided by the Market Value of the Purchased Asset as of the Purchase Date, multiplied by (iii) of any scheduled Principal Payments (to the extent actually deposited into the Waterfall Account), but only to the extent that such remittance would not result in the creation of a Margin Deficit, to be applied to reduce the outstanding Purchase Price of the applicable Purchased Assets or as otherwise agreed in writing by Buyer and the applicable Sellerfor which such Principal Payment was made; seventhsixth, to pay to Buyer any other amounts then due and payable from any Seller and other applicable Persons to Buyer under the Repurchase Documents; seventh, to pay any custodial fees and expenses due and payable under the Custodial Agreement; and eighth, to pay to the applicable Seller any remainder for its own account, subject, however, to the covenants and other requirements of the Repurchase Documents; provided that, if any Material Facility Default has occurred and is continuing on such Remittance Date, all amounts otherwise payable to such Seller hereunder shall be retained in the Waterfall Account until the earlier of (x) the day on which Buyer provides written notice to the Waterfall Deposit Account Bank that such Material Facility Default has been cured to the satisfaction of Buyer in its sole discretiondiscretion and no other Default or Event of Default has occurred and is continuing, at which time the Waterfall Deposit Account Bank shall apply all such amounts pursuant to this priority eighth; and (y) the day that is ten (10) Business Days after the occurrence related Default becomes an actual Event of the applicable Material Facility Default, at which time the Waterfall Deposit Account Bank shall apply all such amounts pursuant to priorities sixth and seventh of Section 5.03.

Before an Event of Default. If no Event of Default exists and remains uncuredexists, all Income described in Section 5.01 and deposited into the Waterfall Account during each Pricing Period shall be applied by Waterfall Deposit Account Bank, Buyer or a Person designated by Buyer pursuant to the related Controlled Account Agreement Bank by no later than the next following Remittance Date in the following order of priority; provided that, upon written notice from Seller to Buyer and Deposit Account Bank, requesting distribution of Principal Proceeds credited to the Waterfall Account no more than once in any Pricing Period, Principal Proceeds shall be applied by Deposit Account Bank on the next Business Day following receipt of such notice, in each case in the following order of priority: first, to the extent not withheld by Interim Servicer in accordance with Sections 5.01 and 8.06, to pay to Interim Servicer an amount equal to any accrued and unpaid Servicing Fees (as defined in the Interim Servicing Agreement) in accordance with the terms of the Interim Servicing Agreement; second, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Date; thirdsecond, to pay to Buyer 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 under the Repurchase Documents; fourththird, to pay to Buyer an amount sufficient to eliminate any outstanding Margin Deficit Deficit, to cure existing breaches of either Sub-Limit, the Debt Yield Test or the PPV Test, if any (without limiting any Seller’s obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01); fifthfourth, to pay any custodial fees and expenses due and payable under the Custodial Agreement, if any; sixthfifth, to pay to Buyer, Buyer the Applicable Percentage of any scheduled Principal Payments, unless the Wind Down Period has commenced, in which case Principal Payments shall be paid pursuant to Section 5.04 (to the extent actually deposited into the Waterfall Account), but only plus the amount necessary to satisfy any currently unpaid Margin Deficit or to cure any existing breaches of either the extent that such remittance would not result in Debt Yield Test or the creation of a Margin DeficitPPV Test, to be applied to reduce the outstanding Purchase Price of Purchased Asset(s) causing such Margin Deficit or breach of the applicable Debt Yield Test or the PPV Test, as the case may be, as Buyer shall determine; sixth, to pay to Buyer all Release Amounts, if any, to be applied by Buyer to reduce the then-current unpaid Repurchase Prices of each of the remaining Purchased Assets or as otherwise agreed in writing by Buyer and the applicable Selleron a pro-rata basis; seventh, to pay to Buyer any other amounts then due and payable from any Seller and other applicable Persons to Buyer under the Repurchase Documents; and eighth, to pay any servicing fees and expenses due and payable under the Servicing Agreement (and with respect to base monthly servicing fees, to the applicable extent not previously retained by Servicer and paid pursuant to Section 5.01); and ninth, to pay to Seller any remainder for its own account, subject, however, to the covenants and other requirements of the Repurchase Documents; provided that, if any Material Facility Default has occurred and is continuing on such Remittance Date, all amounts otherwise payable to such Seller hereunder shall be retained in the Waterfall Account until the earlier of (x) the day on which Buyer provides written notice to the Waterfall Deposit Account Bank that such Material Facility Default has been cured to the satisfaction of Buyer in its sole discretiondiscretion and no other Default or Event of Default has occurred and is continuing, at which time the Waterfall Deposit Account Bank shall apply all such amounts pursuant to this priority eighth; and (y) the day that is ten (10) Business Days after the occurrence related Default becomes an Event of the applicable Material Facility Default, at which time the Waterfall Deposit Account Bank shall apply all such amounts pursuant to priorities sixth and seventh of Section 5.03.

Before an Event of Default. If (a) On each Distribution Date, if no Event of Default exists and remains uncuredexists, Buyer shall direct Account Bank to apply all Income described on deposit in Section 5.01 and deposited into the Waterfall Account during each Pricing Period shall be applied by Waterfall Account Bank, Buyer or a Person designated by Buyer pursuant to as of the related Controlled Account Agreement by no later than the next following immediately preceding Remittance Date in the following order of priority: first, to the extent not withheld by Interim Servicer in accordance with Sections 5.01 and 8.06, to pay to Interim Servicer an amount equal Servicers and each Trustee any fees, expenses and indemnities, in each case, then due and owing with respect to any accrued the Underlying Assets and unpaid Servicing Fees (as defined in pursuant to the Interim Servicing Agreement) in accordance with the express terms of the Interim applicable Servicing AgreementAgreement or applicable Master Series Trust Agreement and related Series Supplements, as applicable, to the extent such amounts are unpaid; provided that Buyer as received an itemized invoice for such unpaid amounts; second, to pay to Buyer an amount amounts equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Distribution Date; third, to pay to Buyer an amount amounts equal to any Repurchase Price payable to Buyer; fourth, to pay to Buyer amounts sufficient to eliminate any outstanding Margin Deficit (without limiting Sellers’ obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01); fifth, to pay to Buyer amounts 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 under the Repurchase Documents; fourthsixth, to deposit any amounts necessary to maintain the Price Differential Required Amount; seventh, during the Amortization Period or during the existence of a Cash-Trap Trigger Event, one hundred percent (100%) of any remaining amounts to Buyer to reduce the Aggregate Purchase Price to zero; eighth, to pay to Buyer an amount sufficient to eliminate Servicers any outstanding Margin Deficit (without limiting any Seller’s obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01); fifth, to pay any custodial fees and expenses due and payable under the Custodial Agreement; sixth, to pay to Buyer, the Applicable Percentage of any scheduled Principal Payments (to the extent actually deposited into the Waterfall Account), but only to the extent that such remittance would not result in the creation of a Margin Deficit, to be applied to reduce the outstanding Purchase Price of the applicable Purchased Assets or as otherwise agreed in writing by Buyer and the applicable Seller; seventh, to pay to Buyer any other amounts Indemnified Amounts then due and payable from any Seller and other applicable Persons to Buyer such parties under the Repurchase Documents; and eighthninth, any remaining amounts to the related Seller. (b) Notwithstanding anything in this Section 5.03 to the contrary, Buyer shall apply all amounts allocable to any outstanding Margin Deficit under clause fifth of Section 5.03(a) above and any amounts paid by Seller to cure any outstanding Margin Deficit in its discretion and shall apply all other amounts allocable to Buyer under Section 5.03(a) above first to the Purchased Asset and Underlying Assets with respect to which such amounts relate, and then, pro rata to all other Purchased Assets and Underlying Assets in accordance with the outstanding Purchase Price for such Purchased Assets and Underlying Assets. (c) On the Facility Termination Date, all Income net of those proceeds used to pay the Price Differential, shall be paid to Buyer to reduce the applicable Seller Aggregate Purchase Price to zero and any remainder for its own account, subject, however, shall be remitted to the covenants and other requirements of the Repurchase Documents; provided that, if Sellers. (d) If on any Material Facility Default has occurred and is continuing on such Remittance Date, all the amounts otherwise payable to such Seller hereunder shall be retained then on deposit in the Waterfall Account until the earlier of (x) the day on which Buyer provides written notice are insufficient to the Waterfall Account Bank that such Material Facility Default has been cured to satisfaction of Buyer in its sole discretion, at which time the Waterfall Account Bank shall apply all such amounts pursuant to this priority eighth; and (y) the day that is ten (10) Business Days after the occurrence of the applicable Material Facility Default, at which time the Waterfall Account Bank shall apply all such amounts pursuant to priorities sixth and seventh satisfy clause third of Section 5.035.03(a) above, Buyer may withdraw from the Price Differential Maintenance Account an amount of funds necessary to cure such deficiency.

Before an Event of Default. (a) If no Event of Default exists and remains uncuredexists, Buyer shall direct Account Bank to apply all Income described in Section 5.01 and received during each Pricing Period and deposited into the Waterfall Account during each Pricing Period shall be applied by Waterfall Account Bank, Buyer or a Person designated by Buyer pursuant to the related Controlled Account Agreement by no later than the next following Remittance Date in the following order of priority: first, to the extent not withheld by Interim Servicer in accordance with Sections 5.01 and 8.06, to pay to Interim Servicer an amount equal sufficient to reimburse Servicer for any accrued and unpaid Servicing Fees (as defined in outstanding servicing advances advanced from Servicer’s own funds pursuant to the Interim Servicing Agreement) in accordance with the terms of the Interim Servicing Agreement; second, to pay to Servicer and Custodian, on a pro rata basis, amounts equal to their respective fees due and payable with respect to the Repurchase Documents; third, to pay to Buyer an amount amounts equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Date; thirdfourth, to pay to Buyer an amount amounts equal to any Repurchase Price payable to Buyer; fifth, to pay to Buyer amounts sufficient to eliminate any outstanding Margin Deficit (without limiting Seller’s obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01); sixth, to pay to Buyer amounts 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 under the Repurchase Documents; fourthseventh, to deposit any amounts necessary to maintain the Price Differential Required Amount; eighth, (i) for any Remittance Date during the Extension Period, and provided no Cash-Trap Trigger Event has occurred, to remit amounts to Buyer to be applied to decrease the aggregate Purchase Price of the Purchased Assets, until the aggregate Purchase Price equals or is less than the Extension Margin Amount or (ii) during the existence of a Cash-Trap Trigger Event, one hundred percent (100%) of any remaining amounts to Buyer to reduce the Aggregate Purchase Price to zero; ninth, to pay to Buyer an amount sufficient to eliminate Servicer and Custodian any outstanding Margin Deficit (without limiting any Seller’s obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01); fifth, to pay any custodial fees and expenses due and payable under the Custodial Agreement; sixth, to pay to Buyer, the Applicable Percentage of any scheduled Principal Payments (to the extent actually deposited into the Waterfall Account), but only to the extent that such remittance would not result in the creation of a Margin Deficit, to be applied to reduce the outstanding Purchase Price of the applicable Purchased Assets or as otherwise agreed in writing by Buyer and the applicable Seller; seventh, to pay to Buyer any other amounts Indemnified Amounts then due and payable from any Seller and other applicable Persons to Buyer such parties under the Repurchase Documents; and eighthtenth, any remaining amounts to Seller. (b) Notwithstanding anything in this Section 5.03 to the contrary, Buyer shall apply all amounts allocable to any outstanding Margin Deficit under clause fifth of Section 5.03(a) above and any amounts paid by Seller to cure any outstanding Margin Deficit in its discretion and shall apply all other amounts allocable to Buyer under Section 5.03(a) above first to the Purchased Asset and Underlying Assets with respect to which such amounts relate, and then, pro rata to all other Purchased Assets and Underlying Assets in accordance with the outstanding Purchase Price for such Purchased Assets and Underlying Assets. (c) On the Facility Termination Date, all Income net of those proceeds used to pay the Price Differential, shall be paid to Buyer to reduce the applicable Seller Aggregate Purchase Price to zero and any remainder for its own account, subject, however, shall be remitted to the covenants and other requirements of the Repurchase Documents; provided that, if Seller. (d) If on any Material Facility Default has occurred and is continuing on such Remittance Date, all the amounts otherwise payable to such Seller hereunder shall be retained then on deposit in the Waterfall Account until the earlier of (x) the day on which Buyer provides written notice are insufficient to the Waterfall Account Bank that such Material Facility Default has been cured to satisfaction of Buyer in its sole discretion, at which time the Waterfall Account Bank shall apply all such amounts pursuant to this priority eighth; and (y) the day that is ten (10) Business Days after the occurrence of the applicable Material Facility Default, at which time the Waterfall Account Bank shall apply all such amounts pursuant to priorities sixth and seventh satisfy clause third of Section 5.035.03(a) above, Buyer may withdraw from the Price Differential Maintenance Account an amount of funds necessary to cure such deficiency.

Before an Event of Default. If no Event of Default exists and remains uncured, all Income described in Section 5.01 and deposited into the Waterfall Account during each Pricing Period shall be applied by Waterfall Account Bank, Buyer or a Person designated by Buyer pursuant to the related Controlled Account Agreement Bank by no later than the next following Remittance Date in the following order of priority: first, to the extent not withheld by Interim Servicer in accordance with Sections 5.01 and 8.06, to pay to Interim Servicer an amount equal to any accrued and unpaid Servicing Fees (as defined in the Interim Servicing Agreement) in accordance with the terms of the Interim Servicing Agreement; second, to pay to Buyer an amount equal to the Price Differential accrued with respect to all Purchased Assets as of such Remittance Date; third, to pay to Buyer 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 under the Repurchase Documents; fourth, to pay to Buyer an amount sufficient to eliminate any outstanding Margin Deficit (without limiting any Seller’s 's obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01); fifth, to pay any custodial fees and expenses due and payable under the Custodial Agreement; sixth, to pay to Buyer, the Applicable Percentage of any scheduled Principal Payments (to the extent actually deposited into the Waterfall Account), but only to the extent that such remittance would not result in the creation of a Margin Deficit, to be applied to reduce the outstanding Purchase Price of the applicable Purchased Assets or as otherwise agreed in writing by Buyer and the applicable Seller; seventh, to pay to Buyer any other amounts then due and payable from any Seller and other applicable Persons to Buyer under the Repurchase Documents; and eighth, to pay to the applicable Seller any remainder for its own account, subject, however, to the covenants and other requirements of the Repurchase Documents; provided that, if any Material Facility Default has occurred and is continuing on such Remittance Date, all amounts otherwise payable to such Seller hereunder shall be retained in the Waterfall Account until the earlier of (x) the day on which Buyer provides written notice to the Waterfall Account Bank that such Material Facility Default has been cured to satisfaction of Buyer in its sole discretion, at which time the Waterfall Account Bank shall apply all such amounts pursuant to this priority eighth; and (y) the day that is ten (10) Business Days after the occurrence of the applicable Material Facility Default, at which time the Waterfall Account Bank shall apply all such amounts pursuant to priorities sixth and seventh of Section 5.03.

Before an Event of Default. (a) If no Event of Default exists and remains uncuredexists, all Income described in Section 5.01 and deposited into the Waterfall Account during each Pricing Period (other than Principal Payments, Fees and amounts which Servicer is permitted to withhold and retain in accordance with the Servicing Agreement) (collectively, the “Non-Principal Income”) shall be applied by Waterfall Account Bank, Buyer or a Person designated by Buyer pursuant to the related Controlled Account Agreement Bank by no later than the next following Remittance Date in the following order of priority: first, to pay amounts due and payable from Seller under any Derivatives Contract that is included among the extent Purchased Asset Documents; provided, however, that for any such Derivatives Contract, such payments shall not withheld by Interim Servicer in accordance with Sections 5.01 and 8.06, to pay to Interim Servicer an exceed the amount equal to any accrued and unpaid Servicing Fees (as defined in of Non-Principal Income deposited into the Interim Servicing Agreement) in accordance with Waterfall Account during the terms applicable Pricing Period on account of the Interim Servicing AgreementPurchased Asset; second, to pay to Buyer Agent an amount equal to the Price Differential accrued with respect to all the Purchased Assets Asset as of such Remittance Date; third, to pay to Buyer Agent 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 Agent or any Buyer under the Repurchase Documents; fourth, to pay to Buyer an amount sufficient to eliminate any outstanding Margin Deficit (without limiting any Seller’s obligation to satisfy a Margin Deficit in a timely manner as required by Section 4.01); fifth, to pay any custodial and servicing fees and expenses due and payable under the Custodial Agreement and the Servicing Agreement; fifth, to pay to Agent any other amounts due and payable from Seller and other applicable Persons to Agent or any Buyer under the Repurchase Documents; sixth, to pay to Buyer, any amounts due and payable from Seller under any Derivatives Contract that is included among the Applicable Percentage of any scheduled Principal Payments (Purchased Asset Documents to the extent actually deposited into the Waterfall Accountsame were not paid pursuant to clause first of this Section 5.02(a); and seventh, but only to the extent that such remittance would not result in the creation of (i) if a Margin DeficitDefault exists, to be held in the Waterfall Account until such Default is (A) cured, at which time to be applied in accordance with clause (ii) below, or (B) matures into an Event of Default, at which time to be applied in accordance with Section 5.03; and (ii) if no Default exists, to pay to Seller any remainder for its own account. (b) If no Event of Default exists, all Principal Income shall be applied by Account Bank by no later than the next following Remittance Date in the following order of priority: first, to pay to Agent, an amount equal to Buyer’s Percentage Share of such Income, to reduce the outstanding Purchase Price of the applicable Purchased Assets or as otherwise agreed in writing by Buyer to zero; and the applicable Seller; seventhsecond, to pay to Buyer Agent any other amounts then due and payable from any Seller and other applicable Persons to Agent or any Buyer under the Repurchase Documents; and eighththird, if no Default exists, to pay to the applicable Seller any remainder for its own account. (c) Seller shall pay to Agent Buyer’s Percentage Share of any and all Fees received by Seller in accordance with the Fee and Pricing Letter, subjectregardless of whether or not the Transaction has occurred, within one (1) Business Day after receipt thereof by Seller; provided, however, that upon the occurrence and during the continuance of an Event of Default, Seller shall pay to Agent 100% of all Fees received by Seller, regardless of whether or not the covenants and other requirements of the Repurchase Documents; provided thatTransaction has occurred, if any Material Facility Default has occurred and is continuing on such Remittance Date, all amounts otherwise payable to such Seller hereunder shall be retained in the Waterfall Account until the earlier of within one (x) the day on which Buyer provides written notice to the Waterfall Account Bank that such Material Facility Default has been cured to satisfaction of Buyer in its sole discretion, at which time the Waterfall Account Bank shall apply all such amounts pursuant to this priority eighth; and (y) the day that is ten (101) Business Days Day after the occurrence of the applicable Material Facility Default, at which time the Waterfall Account Bank shall apply all such amounts pursuant to priorities sixth and seventh of Section 5.03receipt thereof by Seller.