Common use of Collateral Collection Clause in Contracts

Collateral Collection. Without in any way limiting the obligations of the Borrowers to make the payments of principal and interest that are required to be made in respect of the Advances pursuant to Sections 5(a) and 5(b) (with respect to any Payment Date, the “Required Payments”), the Borrowers hereby authorize and direct Lender, on each Payment Date, to apply all Collections received from and after the immediately preceding Payment Date (or, in the case of the first Payment Date, from and after the Original Forbearance Effective Date) to but excluding such Payment Date (the aggregate amount of such Collections, minus any Reserves established during such period, being the “Applicable Collections Amount” in respect of such Payment Date) in the following order of priority: first, to the payment of interest on the Tranche A Advances as calculated for such Payment Date; second, to the payment of interest on the Tranche B Advances as calculated for such Payment Date; third, to the payment of interest on the Tranche D Advances as calculated for such Payment Date; fourth, to the payment of amounts constituting additional periodic payments of interest required under any Interest Rate Hedge Agreement to Lender in full; fifth, to pay any Letter of Credit Facing Fee or Letter of Credit Fee; sixth, to pay the Minimum Tranche A Payment Amount for such Payment Date; seventh, to pay the Minimum Tranche B Payment Amount for such Payment Date; eighth, to prepay the outstanding principal amount of the Tranche A Advances until the same are paid in full, with such prepayments being applied in the inverse order of maturity to the remaining Minimum Tranche A Payment Amounts; ninth, to prepay the outstanding principal amount of the Tranche B Advances until the same are paid in full, with such prepayments being applied in the order set forth in the definition of Minimum Tranche B Payment Amounts; tenth, to any unpaid amounts on the Static Loans; eleventh, on a pro rata basis to repay Tranche D Advances in full, Letter of Credit Exposure in full and any Obligations (other than payments constituting additional periodic payments of interest payable under item “fourth” above) under any Interest Rate Hedge Agreement to Lender in full; twelfth, to the payment of PIK Interest on the Tranche C Advances as calculated for such Payment Date; thirteenth, to the extent of the applicable Tranche C Collections Amount, to pay the outstanding interest and principal amount of the Tranche C Advances until the same are paid in full, with such payments being applied first to any outstanding PIK Interest in respect of the Tranche C Advances and thereafter to the remaining principal amount thereof; and fourteenth, to pay any unpaid Tribeca Advances until paid in full and then to Holding for the benefit of the Borrowers. All Collections in respect of the Static Loans shall be applied pursuant to the terms of the Franklin Master Agreement. Furthermore, notwithstanding the foregoing applications of Collections, all Collections arising from the sale, lease or other disposition of REO Property purchased or acquired with any Tranche D Advance shall be used first to repay the principal of the revolving credit portion of any such Tranche D Advance until the same is paid in full and then applied pursuant to clauses first through fourteenth of this Section 5(d).

Collateral Collection. Without in any way limiting the obligations of the Borrowers to make the payments of principal and interest that are required to be made in respect of the Advances pursuant to Sections 5(a) and 5(b) (with respect to any Payment Date, the “Required Payments”), the Borrowers hereby authorize and direct Lender, on each Payment Date, to apply all Collections received from and after the immediately preceding Payment Date (or, in the case of the first Payment Date, from and after the Original Forbearance Effective Date) to but excluding such Payment Date (the aggregate amount of such Collections, minus any Reserves established during such period, Collections being the “Applicable Collections Amount” in respect of such Payment Date) in the following order of priority: first, to the payment of interest on the Tranche A Advances as calculated for such Payment Date; second, to the payment of interest on the Tranche B Advances as calculated for such Payment DateDate ; third, to the payment of interest on the Tranche D Advances as calculated for such Payment Date; fourth, to the payment of amounts constituting additional periodic payments of interest required under any Interest Rate Hedge Agreement to Lender in full; fifth, to pay any Letter of Credit Facing Fee or Letter of Credit Fee; sixth, to pay the Minimum Tranche A Payment Amount for such Payment Date; seventhDate fourth, to pay the Minimum Tranche B Payment Amount for such Payment Date; eighthfifth, to prepay the outstanding principal amount of the Tranche A Advances until the same are paid in full, with such prepayments being applied in the inverse order of maturity to the remaining Minimum Tranche A Payment Amounts; ninthsixth, to prepay the outstanding principal amount of the Tranche B Advances until the same are paid in full, with such prepayments being applied in the order set forth in the definition of Minimum Tranche B Payment Amounts; tenthseventh, to any unpaid amounts on the Static Loans; eleventh, on a pro rata basis to repay Tranche D Advances in full, Letter of Credit Exposure in full and any Obligations (other than payments constituting additional periodic payments of interest payable under item “fourth” above) under any Interest Rate Hedge Agreement to Lender in full; twelfth, to the payment of PIK Interest on the Tranche C Advances as calculated for such Payment Date; thirteenth, to the extent of the applicable Tranche C Collections Amount, to pay the outstanding interest and principal amount of the Tranche C Advances until the same are paid in full, with such payments being applied first to any outstanding PIK Interest in respect of the Tranche C Advances and thereafter to the remaining principal amount thereof; and fourteentheighth, to pay any unpaid Tribeca BOS Loans, ninth, to pay Franklin Advances until paid in full and then to Holding Guarantor for the benefit of the Borrowers. All Collections in respect of the Static Loans shall be applied pursuant to the terms of the Franklin Master Agreement. Furthermore, notwithstanding the foregoing applications of Collections, all Collections arising from the sale, lease or other disposition of REO Property purchased or acquired with any Tranche D Advance shall be used first to repay the principal of the revolving credit portion of any such Tranche D Advance until the same is paid in full and then applied pursuant to clauses first through fourteenth of this Section 5(d).

Collateral Collection. Without in any way limiting the obligations of the Borrowers to make the payments of principal and interest that are required to be made in respect of the Advances pursuant to Sections 5(a) and 5(b) (with respect to any Payment Date, the “Required Payments”), the Borrowers hereby authorize and direct Lender, on each Payment Date, to apply all Collections received from and after the immediately preceding Payment Date (or, in the case of the first Payment Date, from and after the Original Forbearance Effective Date) to but excluding such Payment Date (the aggregate amount of such Collections, minus any Reserves established during such period, being the “Applicable Collections Amount” in respect of such Payment Date) in the following order of priority: first, to the payment of interest on the Tranche A Advances as calculated for such Payment Date; second, to the payment of interest on the Tranche B Advances as calculated for such Payment Date; third, to the payment of interest on the Tranche D Advances as calculated for such Payment Date; fourth, to the payment of amounts constituting additional periodic payments of interest required under any Interest Rate Hedge Agreement to Lender in full; fifth, to pay any Letter of Credit Facing Fee or Letter of Credit Fee; sixthfourth, to pay the Minimum Tranche A Payment Amount for such Payment Date; seventhfifth, to pay the Minimum Tranche B Payment Amount for such Payment Date; eighthsixth, to prepay the outstanding principal amount of the Tranche A Advances until the same are paid in full, with such prepayments being applied in the inverse order of maturity to the remaining Minimum Tranche A Payment Amounts; ninthseventh, to prepay the outstanding principal amount of the Tranche B Advances until the same are paid in full, with such prepayments being applied in the order set forth in the definition of Minimum Tranche B Payment Amounts; tentheighth, to any unpaid amounts on the Static Loans; eleventh, on a pro rata basis to repay Tranche D Advances in full, Letter of Credit Exposure in full and any Obligations (other than payments constituting additional periodic period payments of interest payable under item “fourththird” above) under any Interest Rate Hedge Agreement to Lender in full; twelfthninth, to the payment of PIK Interest on the Tranche C Advances as calculated for such Payment Date[Reserved]; thirteenth, to the extent of the applicable Tranche C Collections Amountand tenth, to pay the outstanding interest and principal amount of the Tranche C Advances until the same are paid in full, with such payments being applied first to any outstanding PIK Interest in respect of the Tranche C Advances and thereafter to the remaining principal amount thereof; and fourteenth, to pay any unpaid Tribeca Franklin Advances until paid in full and then to Holding Guarantor for the benefit of the Borrowers. All Collections in respect of the Static Loans shall be applied pursuant to the terms of the Franklin Master Agreement. Furthermore, notwithstanding the foregoing applications of Collections, all Collections arising from the sale, lease or other disposition of REO Property purchased or acquired directly or as a result of an intercompany advance from FCMC or any subsidiary thereof to any Borrower with any “Tranche D Advance Advance” (as defined in the Franklin Forbearance Agreement) shall be used first to repay the principal of the revolving credit portion of any such Tranche D Advance until the same is paid in full and then applied pursuant to clauses first through fourteenth tenth of this Section 5(d).

Collateral Collection. Without in any way limiting the obligations of the Borrowers to make the payments of principal and interest that are required to be made in respect of the Advances pursuant to Sections 5(a) and 5(b) (with respect to any Payment Date, the “Required Payments”), the Borrowers hereby authorize and direct Lender, on each Payment Date, to apply all Collections received from and after the immediately preceding Payment Date (or, in the case of the first Payment Date, from and after the Original Forbearance Effective Date) to but excluding such Payment Date (the aggregate amount of such Collections, minus any Reserves established during such period, being the “Applicable Collections Amount” in respect of such Payment Date) in the following order of priority: first, to the payment of interest on the Tranche A Advances as calculated for such Payment Date; second, to the payment of interest on the Tranche B Advances as calculated for such Payment Date; third, to the payment of interest on the Tranche D Advances as calculated for such Payment Date; fourth, to the payment of amounts constituting additional periodic payments of interest required under any Interest Rate Hedge Agreement to Lender in full; fifth, to pay any Letter of Credit Facing Fee or Letter of Credit Fee; sixthfourth, to pay the Minimum Tranche A Payment Amount for such Payment Date; seventhfifth, to pay the Minimum Tranche B Payment Amount for such Payment Date; eighthsixth, to prepay the outstanding principal amount of the Tranche A Advances until the same are paid in full, with such prepayments being applied in the inverse order of maturity to the remaining Minimum Tranche A Payment Amounts; ninthseventh, to prepay the outstanding principal amount of the Tranche B Advances until the same are paid in full, with such prepayments being applied in the order set forth in the definition of Minimum Tranche B Payment Amounts; tentheighth, to any unpaid amounts on the Static Loans; eleventh, on a pro rata basis to repay Tranche D Advances in full, Letter of Credit Exposure in full and any Obligations (other than payments constituting additional periodic period payments of interest payable under item “fourththird” above) under any Interest Rate Hedge Agreement to Lender in full; twelfthninth, to the payment of PIK Interest on the Tranche C Advances as calculated for such Payment Date[Reserved]; thirteenth, to the extent of the applicable Tranche C Collections Amountand tenth, to pay the outstanding interest and principal amount of the Tranche C Advances until the same are paid in full, with such payments being applied first to any outstanding PIK Interest in respect of the Tranche C Advances and thereafter to the remaining principal amount thereof; and fourteenth, to pay any unpaid Tribeca Franklin Advances until paid in full and then to Holding for the benefit of the Borrowers. All Collections in respect of the Static Loans shall be applied pursuant to the terms of the Franklin Master Agreement. Furthermore, notwithstanding the foregoing applications of Collections, all Collections arising from the sale, lease or other disposition of REO Property purchased or acquired directly or as a result of an intercompany advance from FCMC or any subsidiary thereof to any Borrower with any “Tranche D Advance Advance” (as defined in the Franklin Forbearance Agreement) shall be used first to repay the principal of the revolving credit portion of any such Tranche D Advance until the same is paid in full and then applied pursuant to clauses first through fourteenth tenth of this Section 5(d).

Collateral Collection. Without in any way limiting the obligations of the Borrowers to make the payments of principal and interest that are required to be made in respect of the Advances pursuant to Sections 5(a) and 5(b) (with respect to any Payment Date, the “Required Payments”), the Borrowers hereby authorize and direct Lender, on each Payment Date, to apply all Collections received from and after the immediately preceding Payment Date (or, in the case of the first Payment Date, from and after the Original Forbearance Effective Date) to but excluding such Payment Date (the aggregate amount of such Collections, minus any Reserves established during such period, Collections being the “Applicable Collections Amount” in respect of such Payment Date) in the following order of priority: first, to the payment of interest on the Tranche A Advances as calculated for such Payment Date; second, to the payment of interest on the Tranche B Advances as calculated for such Payment Date; third, to the payment of interest on the Tranche D Advances as calculated for such Payment Date; fourth, to the payment of amounts constituting additional periodic payments of interest required under on the Tranche C Advances as calculated for such Payment Date, other than any Interest Rate Hedge Agreement such interest that is converted to Lender in fullPIK Interest; fifth, to pay any Letter of Credit Facing Fee or Letter of Credit Fee; sixth, to pay the Minimum Tranche A Payment Amount for such Payment Date; seventh, to pay the Minimum Tranche B Payment Amount for such Payment Date; eighth, to prepay the outstanding principal amount of the Tranche A Advances until the same are paid in full, with such prepayments being applied in the inverse order of maturity to the remaining Minimum Tranche A Payment Amounts; ninth, to prepay the outstanding principal amount of the Tranche B Advances until the same are paid in full, with such prepayments being applied in the order set forth in the definition of Minimum Tranche B Payment Amounts; tenth, to any unpaid amounts on the Static Loans; eleventh, on a pro rata basis to repay Tranche D Advances in full, Letter of Credit Exposure in full and any Obligations (other than payments constituting additional periodic payments of interest payable under item “fourth” above) under any Interest Rate Hedge Agreement to Lender in full; twelfth, to the payment of PIK Interest on the Tranche C Advances as calculated for such Payment Date; thirteenth, to the extent of the applicable Tranche C Collections Amount, to pay the outstanding interest and principal amount of the Tranche C Advances until the same are paid in full, with such payments being applied first to any outstanding PIK Interest in respect of the Tranche C Advances and thereafter to the remaining principal amount thereof; and fourteenth, to pay any unpaid Tribeca Advances until paid in full and then to Holding for the benefit of the Borrowers. All Collections in respect of the Static Loans shall be applied pursuant to the terms of the Franklin Master Agreement. Furthermore, notwithstanding the foregoing applications of Collections, all Collections arising from the sale, lease or other disposition of REO Property purchased or acquired with any Tranche D Advance shall be used first to repay the principal of the revolving credit portion of any such Tranche D Advance until the same is paid in full and then applied pursuant to clauses first through fourteenth of this Section 5(d).;

Collateral Collection. Without in any way limiting the obligations of the Borrowers to make the payments of principal and interest that are required to be made in respect of the Advances pursuant to Sections 5(a) and 5(b) (with respect to any Payment Date, the “Required Payments”), the Borrowers hereby authorize and direct Lender, on each Payment Date, to apply all Collections received from and after the immediately preceding Payment Date (or, in the case of the first Payment Date, from and after the Original Forbearance Effective Date) to but excluding such Payment Date (the aggregate amount of such Collections, minus any Reserves established during such period, being the “Applicable Collections Amount” in respect of such Payment Date) in the following order of priority: first, to the payment of interest on the Tranche A Advances as calculated for such Payment Date; second, to the payment of interest on the Tranche B Advances as calculated for such Payment Date; third, to the payment of interest on the Tranche D Advances as calculated for such Payment Date; fourth, to the payment of amounts constituting additional periodic payments of interest required under any Interest Rate Hedge Agreement to Lender in full; fifth, to pay any Letter of Credit Facing Fee or Letter of Credit Fee; sixth, to pay the Minimum Tranche A Payment Amount for such Payment Date; seventh, to pay the Minimum Tranche B Payment Amount for such Payment Date; eighth, to prepay the outstanding principal amount of the Tranche A Advances until the same are paid in full, with such prepayments being applied in the inverse order of maturity to the remaining Minimum Tranche A Payment Amounts; ninth, to prepay the outstanding principal amount of the Tranche B Advances until the same are paid in full, with such prepayments being applied in the order set forth in the definition of Minimum Tranche B Payment Amounts; tenth, to any unpaid amounts on the Static Loans; eleventh, on a pro rata basis to repay Tranche D Advances in full, Letter of Credit Exposure in full and any Obligations (other than payments constituting additional periodic payments of interest payable under item “fourth” above) under any Interest Rate Hedge Agreement to Lender in full; twelfth, to the payment of PIK Interest on the Tranche C Advances as calculated for such Payment Date; thirteenth, to the extent of the applicable Tranche C Collections Amount, to pay the outstanding interest and principal amount of the Tranche C Advances until the same are paid in full, with such payments being applied first to any outstanding PIK Interest in respect of the Tranche C Advances and thereafter to the remaining principal amount thereof; and fourteenth, to pay any unpaid Tribeca Advances until paid in full and then to Holding Guarantor for the benefit of the Borrowers. All Collections in respect of the Static Loans shall be applied pursuant to the terms of the Franklin Master Agreement. Furthermore, notwithstanding the foregoing applications of Collections, all Collections arising from the sale, lease or other disposition of REO Property purchased or acquired with any Tranche D Advance shall be used first to repay the principal of the revolving credit portion of any such Tranche D Advance until the same is paid in full and then applied pursuant to clauses first through fourteenth of this Section 5(d).