Common use of Collection and Servicing Rights Clause in Contracts

Collection and Servicing Rights. So long as no Event of Default shall have occurred that the Agent has not declared in writing to have been cured or waived, the Company shall be entitled to service, receive and collect directly -- or cause to be serviced, received and collected through a Servicer or Servicers under one or more Servicing Agreements -- all sums payable to the Company in respect of the Collateral (excluding, however sums arising from sales or other dispositions of Collateral, which SECTION 6.6 requires to be paid to the Agent for application as therein stated). After the occurrence of any Event of Default that the Agent has not declared in writing to have been cured or waived, the Agent shall have the following rights (but no obligations): (a) in its discretion, to demand, sue xxx, collect or receive and receipt for (in its own name, in the name of the Company or otherwise) any money or property at any time payable or receivable on account of any of the Collateral, in consideration of its transfer or in exchange for it; (b) to direct -- and to take any and all other steps necessary to cause -- any Servicer of any of the Collateral to pay over directly to the Agent for the account of the Company (instead of to the Company or any other Person) all sums from time to time due to the Company and to take any and all other actions that the Company or the Agent has the right to take under the Company's contract with such Servicer; and (c) to request that the Company forthwith pay to the Agent at its principal office all amounts thereafter received by the Company upon or in respect of any of the Collateral, advising the Agent as to the sources of such funds, and if the Agent does so request, then the Company shall diligently and continuously thereafter comply with such request. All amounts so received and collected by the Agent shall be paid over to the Lenders for application to pay (i) fees owing under the Facilities Papers (pro rata in the ratio that the fees then owed to each Lender bear to the fees then owed to all Lenders), (ii) the reasonable costs and expenses incurred by the Agent or the Lenders (pro rata in the ratio that the unreimbursed costs and expenses incurred by each of them and then outstanding bears to the unreimbursed costs and expenses incurred by all of them and then outstanding) in collecting or enforcing the Senior Credit Notes and the other Facilities Papers, defending against any claims made in respect of the Facilities Papers or any related transactions, protecting or realizing on Collateral and (iii) accrued and unpaid interest on and principal of the Senior Credit Notes (for interest, pro rata in the ratio that the then-accrued and unpaid interest due on each Senior Credit Note bears to the then-accrued and unpaid interest due on all Senior Credit Notes, and for principal, pro rata in the ratio that the outstanding balance of each Senior Credit Note bears to the outstanding balances of all Senior Credit Notes).

Collection and Servicing Rights. So long (a) Unless written notice to the contrary is provided from Bank to Company, the Lockbox, in accordance with the terms of the Lock Box Terms shall be utilized by Company Subsidiary for the receiving, collecting, and processing of all sums payable to the Company Subsidiary in respect of the Collateral. Under that Lock Box Terms, Bank shall be entitled to receive all sums payable to the Company Subsidiary in respect of the Collateral (except as no otherwise provided in the Intercreditor Agreement) for deposit into the Sky Account. All amounts payable to the Company Subsidiary for the purchase by any Investor under a Purchase Commitment of any Pledged Mortgage Loans shall be deposited into the Sky Account. The Company Subsidiary shall instruct each Pledged Mortgage Loan obligor to direct all payments due under the Pledged Mortgage Loans, and shall direct each Investor to pay the amounts payable for the purchase of such Pledged Mortgage Loans, directly to the Lockbox address at Bank. Subject to the terms and provisions of the Inter-Creditor Agreement, following the occurrence of any Event of Default shall have occurred that the Agent has not declared in writing to have been cured or waivedDefault, the Company shall Bank may, at any time thereafter, upon written notice be entitled to service, receive and collect directly -- or cause to be serviced, received and collected through a Servicer or Servicers under one or more Servicing Agreements -- all sums payable to the Company Subsidiary in respect of the Collateral Pledged Mortgage Loans, and in such case: (excluding, however sums arising from sales or other dispositions of Collateral, which SECTION 6.6 requires to be paid to the Agent for application as therein stated). After the occurrence of any Event of Default that the Agent has not declared in writing to have been cured or waived, the Agent shall have the following rights (but no obligations): (ai) Bank in its discretiondiscretion may, to demand, sue xxx, collect or receive and receipt for (in its own name, name or in the name of the Company Subsidiary or otherwise) , demand, sue xxr, collect or receive any money or property at any time payable or receivable on account of any of the Collateral, in consideration of its transfer or in exchange for it; (b) to direct -- and to take any and all other steps necessary to cause -- any Servicer of any of the Collateral Pledged Mortgage Loans, but shall be under no obligation to pay over directly to do so; and (ii) except as otherwise provided herein and except as may be otherwise provided in the Agent for the account of the Company (instead of to the Company or any other Person) Inter-Creditor Agreement, all sums from time to time due to the Company and to take any and all other actions that the Company or the Agent has the right to take under the Company's contract with such Servicer; and (c) to request that the Company forthwith pay to the Agent at its principal office all amounts thereafter received by the Company upon or in respect of any of the Collateral, advising the Agent as to the sources of such funds, and if the Agent does so request, then the Company shall diligently and continuously thereafter comply with such request. All amounts so received and collected by the Agent Bank shall be paid over to held by it as part of the Lenders for application to pay Collateral. (ib) fees owing under In the Facilities Papers (pro rata in event of any conflict between the ratio that terms of the fees then owed to each Lender bear to the fees then owed to all Lenders), (ii) the reasonable costs and expenses incurred by the Agent or the Lenders (pro rata in the ratio that the unreimbursed costs and expenses incurred by each of them and then outstanding bears to the unreimbursed costs and expenses incurred by all of them and then outstanding) in collecting or enforcing the Senior Credit Notes Lock Box Terms and the other Facilities Papers, defending against any claims made in respect terms of the Facilities Papers or any related transactionsAdministrative Services Agreement, protecting or realizing the Lock Box Terms shall prevail. The Bank shall have the right on Collateral not less than thirty (30) days prior notice to Company and (iii) accrued and unpaid interest on and principal each Company Subsidiary to reasonably modify the Lock Box Terms to conform to then current Bank practices upon mutual agreement of the Senior Credit Notes (for interestCompany, pro rata in the ratio that the then-accrued and unpaid interest due on each Senior Credit Note bears not to the then-accrued and unpaid interest due on all Senior Credit Notesbe unreasonably delayed, and for principal, pro rata in the ratio that the outstanding balance of each Senior Credit Note bears to the outstanding balances of all Senior Credit Notes)and/or banking regulations.

Collection and Servicing Rights. So long as no Event of Default shall have occurred that the Agent has not declared in writing to have been cured or waivedand is continuing, the Company Borrower shall be entitled have a revocable and nontransferable license to serviceservice and retain subservicers, and receive and collect directly -- or cause to be serviced, received and collected through a Servicer or Servicers under one or more Servicing Agreements -- all sums payable to the Company Borrower in respect of the Collateral (excluding, however sums arising from sales other than proceeds of any Purchase Commitment or other dispositions proceeds of the sale of any Collateral, which SECTION 6.6 requires to be paid to . During the Agent for application as therein stated). After the occurrence continuance of any Event of Default that the Agent has not declared in writing to have been cured or waivedDefault, the Agent or its designee may revoke such license by notice to the Borrower (or its successor, trustee, or receiver) whereupon the Borrower's rights to so service the Collateral shall have terminate. Agent or its designee shall thereafter be entitled to service and receive and collect all sums payable to the following rights (but no obligations): Borrower in respect of the Collateral, and in such case (a) the Agent or its designee in its discretiondiscretion may, to demand, sue xxx, collect or receive and receipt for (in its own name, name or in the name of the Company Borrower or otherwise) , demand, sue for, collect or receive any money or property at any time payable or xx receivable on account of or in exchange for any of the Collateral, in consideration of its transfer or in exchange for it; but shall be under no obligation to do so, (b) to direct -- the Borrower shall, if the Agent so requests, forthwith deliver the credit files and to take any and all other steps necessary to cause -- any Servicer of any of the servicing files for the Collateral to pay over directly to the Agent for the account of the Company (instead of to the Company or any other Person) all sums from time to time due to the Company its designee and to take any and all other actions that the Company or the Agent has the right to take under the Company's contract with such Servicer; and (c) to request that the Company forthwith pay to the Agent Agent, on behalf of the Lenders, at its principal office all amounts thereafter received by the Company Borrower upon or in respect of any of the Collateral, advising the Agent as to the sources source of such funds, and if the Agent does so request, then the Company shall diligently and continuously thereafter comply with such request. All (c) all amounts so received and collected by the Agent shall be paid over to held by it for the benefit of the Lenders for application to pay (i) fees owing under the Facilities Papers (pro rata in the ratio that the fees then owed to each Lender bear to the fees then owed to all Lenders), (ii) the reasonable costs and expenses incurred by the Agent or the Lenders (pro rata in the ratio that the unreimbursed costs and expenses incurred by each of them and then outstanding bears to the unreimbursed costs and expenses incurred by all of them and then outstanding) in collecting or enforcing the Senior Credit Notes and the other Facilities Papers, defending against any claims made in respect as part of the Facilities Papers or any related transactions, protecting or realizing on Collateral and (iii) accrued and unpaid interest on and principal of the Senior Credit Notes (for interest, pro rata in the ratio that the then-accrued and unpaid interest due on each Senior Credit Note bears to the then-accrued and unpaid interest due on all Senior Credit Notes, and for principal, pro rata in the ratio that the outstanding balance of each Senior Credit Note bears to the outstanding balances of all Senior Credit Notes)Collateral.

Collection and Servicing Rights. So long as no Event of Default shall have occurred that the Agent has not declared in writing to have been cured or waivedoccurred, the Company shall be entitled have a revocable and nontransferable license to service, service and receive and collect directly -- or cause to be serviced, received and collected through a Servicer or Servicers under one or more Servicing Agreements -- all sums payable to the Company in respect of the Collateral (excluding, however sums arising from sales other than proceeds of any Purchase Commitment or other dispositions proceeds of the sale of any Collateral, which SECTION 6.6 requires to be paid to the Agent for application as therein stated). After Following the occurrence of any Event of Default that the Agent has not declared in writing to have been cured or waivedDefault, the Agent or its designee may revoke such license by notice to the Company (or its successor, trustee, or receiver) whereupon the Company’s rights to so service the Collateral shall have terminate. Agent or its designee shall thereafter be entitled to service and receive and collect all sums payable to the following rights (but no obligations): Company in respect of the Collateral, and in such case (a) the Agent or its designee in its discretiondiscretion may, to demand, sue xxx, collect or receive and receipt for (in its own name, name or in the name of the Company or otherwise) , demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, in consideration of its transfer or in exchange for it; but shall be under no obligation to do so, (b) to direct -- the Company shall, if the Agent so requests, forthwith deliver the credit files and to take any and all other steps necessary to cause -- any Servicer of any of the servicing files for the Collateral to pay over directly to the Agent for the account of the Company (instead of to the Company or any other Person) all sums from time to time due to the Company its designee and to take any and all other actions that the Company or the Agent has the right to take under the Company's contract with such Servicer; and (c) to request that the Company forthwith pay to the Agent Agent, on behalf of the Lenders, at its principal office all amounts thereafter received by the Company upon or in respect of any of the Collateral, advising the Agent as to the sources source of such funds, and if the Agent does so request, then the Company shall diligently and continuously thereafter comply with such request. All (c) all amounts so received and collected by the Agent shall be paid over to held by it for the benefit of the Lenders for application to pay (i) fees owing under the Facilities Papers (pro rata in the ratio that the fees then owed to each Lender bear to the fees then owed to all Lenders), (ii) the reasonable costs and expenses incurred by the Agent or the Lenders (pro rata in the ratio that the unreimbursed costs and expenses incurred by each of them and then outstanding bears to the unreimbursed costs and expenses incurred by all of them and then outstanding) in collecting or enforcing the Senior Credit Notes and the other Facilities Papers, defending against any claims made in respect as part of the Facilities Papers or any related transactions, protecting or realizing on Collateral and (iii) accrued and unpaid interest on and principal of the Senior Credit Notes (for interest, pro rata in the ratio that the then-accrued and unpaid interest due on each Senior Credit Note bears to the then-accrued and unpaid interest due on all Senior Credit Notes, and for principal, pro rata in the ratio that the outstanding balance of each Senior Credit Note bears to the outstanding balances of all Senior Credit Notes)Collateral.

Collection and Servicing Rights. So long as no Event of Default shall have occurred (a) The Company agrees that the Agent has not declared in writing to have been cured or waived, the Company “Lock Box Terms” set forth on Exhibit F shall be entitled to serviceutilized by Company for the receiving, receive collecting, and collect directly -- or cause to be serviced, received and collected through a Servicer or Servicers under one or more Servicing Agreements -- processing of all sums payable to the Company in respect of the Collateral (excluding, however the “Lock-box Terms”). Under that Lock-box Terms the Bank shall be entitled to receive all sums arising from sales or other dispositions payable to the Company in respect of the Collateral, which SECTION 6.6 requires . All amounts payable to the Company for the purchase by any Investor of any Pledged Mortgage Loans shall also be paid directly to the Agent Bank. The Company shall instruct each Pledged Mortgage Loan obligor to direct all payments due under the Pledged Mortgage Loans, and shall direct each Investor to pay the amounts payable for application as therein stated)the purchase of such Pledged Mortgage Loans, directly to the Lockbox address at the Bank. After Without limiting the foregoing, Following the occurrence of any Event of Default that the Agent has not declared in writing to have been cured or waivedDefault, the Agent shall have Bank may, at any time thereafter, upon written notice to the following rights Company, be entitled to service, receive and collect all sums payable to the Company in respect of the Collateral, and in such case: (but no obligations): (ai) the Bank in its discretiondiscretion may, to demand, sue xxx, collect or receive and receipt for (in its own name, name or in the name of the Company or otherwise) , demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, in consideration of its transfer or in exchange for it; but shall be under no obligation to do so; and (b) to direct -- and to take any and all other steps necessary to cause -- any Servicer of any of the Collateral to pay over directly to the Agent for the account of the Company (instead of to the Company or any other Personii) all sums from time to time due to the Company and to take any and all other actions that the Company or the Agent has the right to take under the Company's contract with such Servicer; and (c) to request that the Company forthwith pay to the Agent at its principal office all amounts thereafter received by the Company upon or in respect of any of the Collateral, advising the Agent as to the sources of such funds, and if the Agent does so request, then the Company shall diligently and continuously thereafter comply with such request. All amounts so received and collected by the Agent Bank shall be paid over held by it as part of the Collateral. (b) The Bank shall have the right on not less than thirty (30) days prior notice to the Lenders for application Company to pay (i) fees owing under reasonably modify the Facilities Papers (pro rata in the ratio that the fees Lock-box Terms to conform to then owed current Bank practices upon mutual agreement of Company, not to each Lender bear to the fees then owed to all Lenders)be unreasonably withheld, (ii) the reasonable costs and expenses incurred by the Agent or the Lenders (pro rata in the ratio that the unreimbursed costs and expenses incurred by each of them and then outstanding bears to the unreimbursed costs and expenses incurred by all of them and then outstanding) in collecting or enforcing the Senior Credit Notes and the other Facilities Papers, defending against any claims made in respect of the Facilities Papers or any related transactions, protecting or realizing on Collateral and (iii) accrued and unpaid interest on and principal of the Senior Credit Notes (for interest, pro rata in the ratio that the then-accrued and unpaid interest due on each Senior Credit Note bears to the then-accrued and unpaid interest due on all Senior Credit Notes, and for principal, pro rata in the ratio that the outstanding balance of each Senior Credit Note bears to the outstanding balances of all Senior Credit Notes)and/or banking regulations.

Collection and Servicing Rights. So long as no Event of Default shall have occurred that the Agent has not declared in writing to have been cured or waived, the Company Companies shall be entitled to service, receive and collect directly -- or cause to be serviced, received and collected through a Servicer or Servicers under one or more Servicing Agreements -- all sums payable to the a Company in respect of the Collateral (excluding, however sums arising from sales or other dispositions of Collateral, which SECTION 6.6 Section 7.6 requires to be paid to the Agent for application as therein stated). After ; provided that the occurrence Companies' rights and obligations to service each Pledged Loan on such basis shall terminate on the earlier of (i) the Maturity Date or (ii) ninety (90) days following the date of the first Borrowing on or after the Original Pledge Date of such Pledged Loan, although the Agent, acting in its sole discretion, may extend such 60-day interim servicing period by one or more additional 60-day periods (or longer, if a longer period is specified in the Agent's notice) by providing written notice to the Company before termination of any such interim servicing period. If any Default or Event of Default that shall occur at any time, the Companies' rights and obligations to service Pledged Loans shall terminate automatically and immediately, without any notice or action by the Agent has not declared in writing to have been cured or waivedany Lender. Upon any such termination, the Agent is hereby authorized and empowered to sell and transfer such rights to service the Pledged Loans for such price and on such terms and conditions as the Agent shall reasonably determine, and no Company shall have any right to sell or attempt to sell or transfer such rights to service the following rights (but no obligations): (a) in its discretionPledged Loans. The Companies shall perform all acts and take all actions so that the Pledged Loans and all files and documents relating to the Pledged Loans that are held by a Company, together with all escrow amounts relating to demandthe Pledged Loans, sue xxx, collect or receive and receipt for (in its own name, in are delivered to the name of successor Servicer. To the Company or otherwise) any money or property at any time payable or receivable on account extent that the approval of any third party or any other insurer or guarantor is required for any such sale or transfer, the Companies will fully cooperate with the Agent to obtain such approval. All amounts paid by any purchaser of such rights to service the Collateral, in consideration of its transfer or in exchange for it; (b) to direct -- and to take any and all other steps necessary to cause -- any Servicer of any of the Collateral to pay over directly Pledged Loans shall be paid to the Agent for the account of the Company (instead of distribution to the Company or any other Person) all sums from time to time due Lenders and application to the Company Loan in the same manner and to take any and all other actions that the Company or the Agent has the right to take under the Company's contract with such Servicer; and (c) to request that the Company forthwith pay to the Agent at its principal office all amounts thereafter order as provided for funds received by the Company upon or in respect of any of the Collateral, advising the Agent as pursuant to the sources of such funds, and if the Agent does so request, then the Company shall diligently and continuously thereafter comply with such request. All amounts so received and collected by the Agent shall be paid over to the Lenders for application to pay (i) fees owing under the Facilities Papers (pro rata in the ratio that the fees then owed to each Lender bear to the fees then owed to all Lenders), (ii) the reasonable costs and expenses incurred by the Agent or the Lenders (pro rata in the ratio that the unreimbursed costs and expenses incurred by each of them and then outstanding bears to the unreimbursed costs and expenses incurred by all of them and then outstanding) in collecting or enforcing the Senior Credit Notes and the other Facilities Papers, defending against any claims made in respect of the Facilities Papers or any related transactions, protecting or realizing on Collateral and (iii) accrued and unpaid interest on and principal of the Senior Credit Notes (for interest, pro rata in the ratio that the then-accrued and unpaid interest due on each Senior Credit Note bears to the then-accrued and unpaid interest due on all Senior Credit Notes, and for principal, pro rata in the ratio that the outstanding balance of each Senior Credit Note bears to the outstanding balances of all Senior Credit Notes)Section 7.6.

Collection and Servicing Rights. So long as no Unless written notice to the contrary is provided from Bank to Company after the occurrence of an Event of Default or unless the Servicer shall otherwise resign or be removed in accordance with the terms of the Lockbox Agreement, the Servicer shall at all times while this Agreement is in effect be responsible for receiving, collecting, processing and distributing, in accordance with the terms and provisions of the Lockbox Agreement, sums payable to any Company Subsidiary in respect of the Collateral. Unless an Event of Default shall have occurred that and be continuing, subject to Section 2.9, all such sums shall be sent to the Agent has not declared in writing Lockbox for deposit into the BoS Account. All amounts payable to have been cured or waivedsuch Company Subsidiary for the purchase by any Investor under a Purchase Commitment of any Pledged Mortgage Loans shall also be deposited into the BoS Account. The Company Subsidiary shall instruct each Pledged Mortgage Loan obligor to direct all payments due under the Pledged Mortgage Loans, and shall direct each Investor to pay the Company shall amounts payable for the purchase of such Pledged Mortgage Loans, directly to the Lockbox. Subject to the terms and provisions of the Intercreditor Agreement, following the occurrence of any Event of Default, Bank may, at any time thereafter, upon written notice be entitled to service, receive and collect directly -- or cause to be serviced, received and collected through a Servicer or Servicers under one or more Servicing Agreements -- all sums payable to any Company Subsidiary in respect of the Pledged Mortgage Loans, and in such case: Bank in its discretion may, (i) require Company and each Company Subsidiary to establish a substitute lockbox for receiving sums payable to any Company Subsidiary in respect of the Collateral and instruct each Pledged Mortgage Loan obligor to direct all payments due under the Pledged Mortgage Loans thereto, (excluding, however sums arising from sales or other dispositions of Collateral, which SECTION 6.6 requires to be paid to the Agent for application as therein stated). After the occurrence of any Event of Default that the Agent has not declared in writing to have been cured or waived, the Agent shall have the following rights (but no obligations): (aii) in its discretion, to demand, sue xxx, collect own name or receive and receipt for (in its own name, in the name of the applicable Company Subsidiary or otherwise) , demand, sxx for, collect or receive any money or property at any time payable or receivable on account of any of the Collateral, in consideration of its transfer or in exchange for it; (b) to direct -- and to take any and all other steps necessary to cause -- any Servicer of any of the Collateral Pledged Mortgage Loans, but shall be under no obligation to pay over directly to do so. Except as otherwise provided herein and except as may be otherwise provided in the Agent for the account of the Company (instead of to the Company or any other Person) all sums from time to time due to the Company and to take any and all other actions that the Company or the Agent has the right to take under the Company's contract with such Servicer; and (c) to request that the Company forthwith pay to the Agent at its principal office Intercreditor Agreement, all amounts thereafter received by the Company upon or in respect of any of the Collateral, advising the Agent as to the sources of such funds, and if the Agent does so request, then the Company shall diligently and continuously thereafter comply with such request. All amounts so received and collected by the Agent Bank shall be paid over to the Lenders for application to pay (i) fees owing under the Facilities Papers (pro rata in the ratio that the fees then owed to each Lender bear to the fees then owed to all Lenders), (ii) the reasonable costs and expenses incurred held by the Agent or the Lenders (pro rata in the ratio that the unreimbursed costs and expenses incurred by each of them and then outstanding bears to the unreimbursed costs and expenses incurred by all of them and then outstanding) in collecting or enforcing the Senior Credit Notes and the other Facilities Papers, defending against any claims made in respect Bank as part of the Facilities Papers or any related transactions, protecting or realizing on Collateral and (iii) accrued and unpaid interest on and principal of the Senior Credit Notes (for interest, pro rata in the ratio that the then-accrued and unpaid interest due on each Senior Credit Note bears to the then-accrued and unpaid interest due on all Senior Credit Notes, and for principal, pro rata in the ratio that the outstanding balance of each Senior Credit Note bears to the outstanding balances of all Senior Credit Notes)Collateral.

Collection and Servicing Rights. So long as no Event of Default shall have occurred that the Agent has not declared in writing to have been cured or waived, the Company Companies shall be entitled to service, receive and collect directly -- or cause to be serviced, received and collected through a Servicer or Servicers under one or more Servicing Agreements -- all sums payable to the Company Companies in respect of the Collateral (excluding, however sums arising from sales or other dispositions of Collateral, which SECTION 6.6 requires to be paid to the Agent for application as therein stated). After the occurrence of any Event of Default that the Agent has not declared in writing to have been cured or waived, the Agent shall have the following rights (but no obligations): (a) in its discretion, to demand, sue xxxxxx for, collect or receive and receipt for (in its own name, in the name of any of the Company Companies or otherwise) any money or property at any time payable or receivable on account of any of the Collateral, in consideration of its transfer or in exchange for it; (b) to direct -- and to take any and all other steps necessary to cause -- any Servicer of any of the Collateral to pay over directly to the Agent for the account of the relevant Company (instead of to the such Company or any other Person) all sums from time to time due to the such Company and to take any and all other actions that the such Company or the Agent has the right to take under the such Company's contract with such Servicer; and (c) to request that the relevant Company forthwith pay to the Agent at its principal office all amounts thereafter received by the such Company upon or in respect of any of the Collateral, advising the Agent as to the sources of such funds, and if the Agent does so request, then the such Company shall diligently and continuously thereafter comply with such request. All amounts so received and collected by the Agent shall be paid over to the Lenders for application to pay (i) fees owing under the Facilities Papers (pro rata in the ratio that the fees then owed to each Lender bear to the fees then owed to all Lenders), (ii) the reasonable costs and expenses incurred by the Agent or the Lenders (pro rata in the ratio that the unreimbursed costs and expenses incurred by each of them and then outstanding bears to the unreimbursed costs and expenses incurred by all of them and then outstanding) in collecting or enforcing the Senior Credit Notes and the other Facilities Papers, defending against any claims made in respect of the Facilities Papers or any related transactions, protecting or realizing on Collateral and (iii) accrued and unpaid interest on and principal of the Senior Credit Notes (for interest, pro rata in the ratio that the then-accrued and unpaid interest due on each Senior Credit Note bears to the then-accrued and unpaid interest due on all Senior Credit Notes, and for principal, pro rata in the ratio that the outstanding balance of each Senior Credit Note bears to the outstanding balances of all Senior Credit Notes).

Collection and Servicing Rights. So long as no Event of Default shall have occurred that the Agent has not declared in writing to have been cured or waivedand is continuing, the Company Borrower shall be entitled have a revocable and nontransferable license to serviceservice and retain subservicers, and receive and collect directly -- or cause to be serviced, received and collected through a Servicer or Servicers under one or more Servicing Agreements -- all sums payable to the Company Borrower in respect of the Collateral (excluding, however sums arising from sales other than proceeds of any Purchase Commitment or other dispositions proceeds of the sale of any Collateral, which SECTION 6.6 requires to be paid to . During the Agent for application as therein stated). After the occurrence continuance of any Event of Default that the Agent has not declared in writing to have been cured or waivedDefault, the Agent or its designee may revoke such license by Notice to the Borrower (or its successor, trustee, or receiver) whereupon the Borrower’s rights to so service the Collateral shall have terminate. Agent or its designee shall thereafter be entitled to service and receive and collect all sums payable to the following rights (but no obligations): Borrower in respect of the Collateral, and in such case (a) the Agent or its designee in its discretiondiscretion may, to demand, sue xxx, collect or receive and receipt for (in its own name, name or in the name of the Company Borrower or otherwise) , demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, in consideration of its transfer or in exchange for it; but shall be under no obligation to do so, (b) to direct -- the Borrower shall, if the Agent so requests, forthwith deliver the credit files and to take any and all other steps necessary to cause -- any Servicer of any of the servicing files for the Collateral to pay over directly to the Agent for the account of the Company (instead of to the Company or any other Person) all sums from time to time due to the Company its designee and to take any and all other actions that the Company or the Agent has the right to take under the Company's contract with such Servicer; and (c) to request that the Company forthwith pay to the Agent Agent, on behalf of the Lenders, at its principal office all amounts thereafter received by the Company Borrower upon or in respect of any of the Collateral, advising the Agent as to the sources source of such funds, and if the Agent does so request, then the Company shall diligently and continuously thereafter comply with such request. All (c) all amounts so received and collected by the Agent shall be paid over to held by it for the benefit of the Lenders for application to pay (i) fees owing under the Facilities Papers (pro rata in the ratio that the fees then owed to each Lender bear to the fees then owed to all Lenders), (ii) the reasonable costs and expenses incurred by the Agent or the Lenders (pro rata in the ratio that the unreimbursed costs and expenses incurred by each of them and then outstanding bears to the unreimbursed costs and expenses incurred by all of them and then outstanding) in collecting or enforcing the Senior Credit Notes and the other Facilities Papers, defending against any claims made in respect as part of the Facilities Papers or any related transactions, protecting or realizing on Collateral and (iii) accrued and unpaid interest on and principal of the Senior Credit Notes (for interest, pro rata in the ratio that the then-accrued and unpaid interest due on each Senior Credit Note bears to the then-accrued and unpaid interest due on all Senior Credit Notes, and for principal, pro rata in the ratio that the outstanding balance of each Senior Credit Note bears to the outstanding balances of all Senior Credit Notes)Collateral.

Collection and Servicing Rights. So long as no Event of Default shall have occurred that the Agent has not declared in writing to have been cured or waivedand be continuing, the Company or its designated servicing agent shall be entitled to service, and shall continue to service the Pledged Mortgages (using due care), and to receive and collect directly -- or cause to be serviced, received and collected through a Servicer or Servicers under one or more Servicing Agreements -- all sums payable to the Company in respect of the Collateral (excludingCollateral. Lender hereby acknowledges that the Company may continue to have the Pledged Loans serviced by ECCU, however sums arising from sales or other dispositions of Collateral, which SECTION 6.6 requires to be paid pursuant to the Agent terms of its existing Loan Servicing Agreement with the Company. It shall be the obligation of the Company to provide sufficiently detailed and timely (not less frequently than monthly) reporting to Lender, to show its receipt of all payments on account of principal for application as therein stated)the Pledged Mortgages. After Following the occurrence of any Event of Default that Default, after giving effect to any cure period, Lender or its designee shall thereafter be entitled to service and receive and collect all sums payable to the Agent has not declared Company in writing to have been cured or waivedrespect of the Collateral, the Agent shall have the following rights (but no obligations):and in such case: (a) Lender or its designee in its discretiondiscretion may, to demand, sue xxx, collect or receive and receipt for (in its own name, in the name of the Company or otherwise) , demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, in consideration of its transfer or in exchange for it;but shall be under no obligation to do so, (b) to direct -- and to take any and all other steps necessary to cause -- any Servicer of any of the Collateral to pay over directly to the Agent Company shall, if Lender so requests, hold in trust for the account benefit of the Company (instead of to the Company or any other Person) all sums from time to time due to the Company Lender and to take any and all other actions that the Company or the Agent has the right to take under the Company's contract with such Servicer; and (c) to request that the Company forthwith pay to the Agent Lender at its principal office designated by Notice hereunder, all amounts thereafter received by the Company upon or in respect of any of the Collateral, advising the Agent Lender as to the sources source of such funds, and if the Agent does so request, then the Company shall diligently and continuously thereafter comply with such request. All and (c) all amounts so received and collected by the Agent Lender shall be paid over to the Lenders for application to pay (i) fees owing under the Facilities Papers (pro rata in the ratio that the fees then owed to each Lender bear to the fees then owed to all Lenders), (ii) the reasonable costs and expenses incurred held by the Agent or the Lenders (pro rata in the ratio that the unreimbursed costs and expenses incurred by each of them and then outstanding bears to the unreimbursed costs and expenses incurred by all of them and then outstanding) in collecting or enforcing the Senior Credit Notes and the other Facilities Papers, defending against any claims made in respect it as part of the Facilities Papers or any related transactions, protecting or realizing on Collateral and (iii) accrued and unpaid interest on and principal of the Senior Credit Notes (for interest, pro rata in the ratio that the then-accrued and unpaid interest due on each Senior Credit Note bears to the then-accrued and unpaid interest due on all Senior Credit Notes, and for principal, pro rata in the ratio that the outstanding balance of each Senior Credit Note bears to the outstanding balances of all Senior Credit Notes)Collateral.

Collection and Servicing Rights. (a) Although this Loan Agreement constitutes a present, current and absolute security interest in all of the Borrower's right, title and interest in and to the Collateral, so long as no Event of Default then exists, the Borrower, or the Servicer on Borrower's behalf, shall have the right under a limited license granted hereby, and Agent hereby grants to Borrower or the Servicer on Borrower's behalf, a limited license to service, the Pledged Bonds. All payments and proceeds on or in respect of Pledged Bonds shall be paid directly by the applicable Trustees or other Person making such payment to the Custodian, for distribution as provided in the Custodial Agreement and as provided herein. Upon the occurrence and during the continuation of any Event of Default, the foregoing license shall immediately be of no further force or effect, and until such time that such Event of Default is cured or waived upon which such license shall be reinstated, the Agent may direct the servicing of the Pledged Bonds, any and all sums payable to the registered owner of the Pledged Bonds shall be held in trust for the benefit of the Agent, for the ratable benefit of the Lenders, by the Custodian and applied to the Obligations as directed by the Agent in accordance with the applicable provisions of this Agreement. Nothing in this Section 5.3(a) is intended to or shall limit the rights and remedies of the Agent and the Lenders upon and during the continuation of an Event of Default as provided elsewhere in this Agreement or under applicable law. (b) So long as no Event of Default then exists, (i) all regularly scheduled installments of principal and interest received by the Custodian in respect of any Pledged Bonds shall have occurred that be paid by the Custodian directly to the Borrower, and (ii) all other payments received by the Custodian in respect of any Pledged Bonds shall be paid by the Custodian to the Repayment Account. By 3:00 p.m. on any Business Day on which the Agent has not declared receives immediately available funds from the Custodian in writing to have been cured or waivedthe Reimbursement Account (if so disbursed by 12:00 noon on such Business Day, and otherwise by 12:00 noon on the next Business Day), the Company Agent will notify the Borrower and the other Lenders of such receipt and as to the Agent's calculation of the then Collateral Value of the Borrowing Base Eligible Project Bonds (after giving effect to such payment and to any release of Pledged Bonds required as a result thereof). If the Loan Availability is then exceeded, then, notwithstanding Section 3.5(i)(i), the Agent shall (x) apply amounts in the Repayment Account to the outstanding principal balance of the Loan in an amount equal to such excess, and (y) transfer any amounts thereafter remaining in the Repayment Account to the Operating Account. If the Loan Availability is not then exceeded, the Agent shall transfer the amounts received in the Repayment Account to the Operating Agreement. (c) Without limiting the provisions of the second (2nd) sentence of clause (a) above, or any other rights and remedies of the Agent and the Lenders hereunder and under applicable law, upon the occurrence and during the continuation of an Event of Default, at and subject to the direction of the Agent (following any necessary approvals of or directions from the Required Lenders or all of the Lenders, as may be applicable) the Custodian, as agent for the Agent and the Lenders, shall be entitled to service, receive and collect directly -- or cause to be serviced, received and collected through a Servicer or Servicers under one or more Servicing Agreements -- all sums payable to the Company Borrower in respect of the Collateral Pledged Bonds (excludingincluding, however sums arising from sales or other dispositions without limitation, the Bond Assets) and exercise all of the rights of the Borrower under all applicable Bond Documents and all of the Agent's rights and remedies as a secured creditor under the Collateral, which SECTION 6.6 requires and in such case (1) the Agent may cause the Pledged Bonds to be paid to the Agent for application as therein stated). After the occurrence of any Event of Default that the Agent has not declared in writing to have been cured or waived, the Agent shall have the following rights (but no obligations): (a) registered in its discretionown name or in the name of its designee, to demandand may, sue xxxor its designee in its discretion may, collect or receive and receipt for (in its own name, in the name of the Company Borrower or otherwise) , demand, sue for, collect or receive any money or property at any time payable xayable or receivable on account of or in exchange for any of the Collateral, in consideration of its transfer but Agent has no obligation to do so, (2) all amounts received by or in exchange for it; (b) to direct -- and to take any and all other steps necessary to cause -- any Servicer of any the benefit or account of the Collateral to pay Borrower, shall be deemed received in trust for the Lenders, and upon receipt promptly shall be turned over directly to the Agent (for the account benefit of the Company Lenders) with any necessary endorsements, and (instead of to the Company or any other Person3) all sums from time to time due to the Company and to take any and all other actions that the Company or the Agent has the right to take under the Company's contract with such Servicer; and (c) to request that the Company forthwith pay to the Agent at its principal office all amounts thereafter received by the Company upon or in respect of any of the Collateral, advising the Agent as to the sources of such funds, and if the Agent does so request, then the Company shall diligently and continuously thereafter comply with such request. All amounts so received and collected by Agent will be held by it as part of the Agent shall be paid over Collateral or applied to the Lenders for application to pay (i) fees owing under the Facilities Papers (pro rata in the ratio that the fees then owed to each Lender bear to the fees then owed to all Lenders), (ii) the reasonable costs and expenses incurred by the Agent or the Lenders (pro rata in the ratio that the unreimbursed costs and expenses incurred by each of them and then outstanding bears to the unreimbursed costs and expenses incurred by all of them and then outstanding) in collecting or enforcing the Senior Credit Notes and the other Facilities Papers, defending against any claims made in respect of the Facilities Papers or any related transactions, protecting or realizing on Collateral and (iii) accrued and unpaid interest on and principal of the Senior Credit Notes (for interest, pro rata in the ratio that the then-accrued and unpaid interest due on each Senior Credit Note bears to the then-accrued and unpaid interest due on all Senior Credit Notes, and for principal, pro rata in the ratio that the outstanding balance of each Senior Credit Note bears to the outstanding balances of all Senior Credit Notes)Obligations.