Common use of COLLECTIONS; INCOME PAYMENTS Clause in Contracts

COLLECTIONS; INCOME PAYMENTS. (a) Each Seller shall establish and maintain or cause Collateral Administrator to establish and maintain a segregated time or demand deposit account for the benefit of Buyer (individually and collectively, the “Control Account”) with a financial institution reasonably satisfactory to Buyer, which shall be subject to a Control Agreement, and shall deposit, or cause the Collateral Administrator to deposit, into the Control Account, within two (2) Business Days of receipt, all Income (other than reserve payments) received with respect to each Purchased Asset and Mezzanine Subsidiary Asset subject to a Transaction. Under no circumstances shall Sellers deposit any of their own funds into the Control Account. Sellers shall name the Control Accounts as directed by Buyer. (b) On or before 3:00 p.m. (New York time) on the Business Day prior to the Payment Date, Sellers shall deliver to Buyer a Distribution Worksheet. On each Payment Date (or with respect to a Principal Payment within one (1) Business Day of receipt by Buyer), upon approval of the Distribution Worksheet, Buyer shall make the following payments in accordance with the Distribution Worksheet (provided that Buyer may apply amounts from any Control Account in any order subject to the following clauses (i) through (xii)): (i) first, to the extent not paid by Sellers, to the Custodian in payment of the Custodial Fee and any accrued and unpaid fees and expenses; (ii) second, to Buyer in payment of any accrued and unpaid fees (including, without limitation, any Commitment Fee) and expenses to Buyer’s account set forth in Section 9(a) hereof; (iii) third, following a Collateral Administrator Default or a Collateral Administrator MAE which in either case results in the replacement of the Collateral Administrator, to the replacement Collateral Administrator in payment of any accrued and unpaid fees and expenses then due and owing with respect to the transfer and performance of the Collateral Administrator duties; (iv) fourth, to Buyer in payment in full of that portion of the Repurchase Price that represents any accrued and unpaid Price Differential through the end of the Pricing Rate Period immediately preceding the related Payment Date to Buyer’s account set forth in Section 9(a) hereof; (v) fifth, to Buyer, any Price Differential Shortfall (which, for the avoidance of doubt, is only due and payable on the Termination Date and in the event the Sellers terminate the Agreement prior to the original scheduled Termination Date, the Price Differential Shortfall shall be pro-rated based upon the number of days the Agreement was in effect divided by the number of days in the original term of the Agreement) and any Exit Fee (which, for the avoidance of doubt, is only due and payable on the Termination Date and shall not be due in the event the Sellers terminated this Agreement prior to the first anniversary of the date hereof); (vi) sixth, to Buyer in payment of the Asset Manager Fee and any unpaid fees and expenses; (vii) seventh, without limiting the rights of Buyer under Section 4 of this Agreement, to Buyer in the amount of any unpaid Margin Deficit, without duplication, to Buyer’s account set forth in Section 9(a) hereof; (viii) eighth, if an Event of Default has occurred and is continuing, to Buyer in an amount to reduce the Repurchase Price to zero and pay all other Obligations accrued and unpaid; (ix) ninth, to Buyer in an amount equal to 100% of Income (including principal and interest) of any Purchased Asset or Mezzanine Subsidiary Asset, as applicable, that, for a period in excess of ninety (90) consecutive calendar days, (i) has had a Purchase Price Debt Yield Failure or (ii) has had a DSCR Requirement Failure and (A) the Purchase Price Debt Yield for such Purchased Asset or Mezzanine Subsidiary Asset, as applicable, is less than the sum of (x) the applicable Minimum Purchase Price Debt Yield and (y) 0.50% or (B) the LTV exceeds 65% with respect to the related Mortgaged Property, in each case applied to reduce the Purchase Price of such Purchased Asset or Mezzanine Subsidiary Asset, as applicable, until the earlier of the date on which (A) such Purchase Price equals zero or (B) such Purchased Asset or Mezzanine Subsidiary Asset, as applicable, again satisfies the applicable requirement; (x) tenth, to Buyer in an amount equal to the product of (x) the applicable Purchase Price Percentage for such Purchased Asset or Mezzanine Subsidiary Asset, as applicable, and (y) the Principal Payments related to a Purchased Asset, to Buyer’s account set forth in Section 9(a) hereof to be applied against the Repurchase Price of such Purchased Asset or Mezzanine Subsidiary Asset, as applicable; (xi) eleventh, any fees due to the Collateral Administrator pursuant to the Collateral Administration Agreement; (xii) twelfth, to Sellers, any remaining amounts. (c) Upon the occurrence and during the continuation of an Event of Default, all amounts remitted to the Control Account shall be held in trust for Buyer and shall be withdrawn from the Control Account only by Buyer in accordance with Buyer’s rights under the Control Agreement and applied to the Obligations as determined by Buyer in its sole discretion. (d) All Income received with respect to a Purchased Asset or Mezzanine Subsidiary Asset subject to a Transaction, whether or not deposited in the Control Account, shall be held in trust for the exclusive benefit of Buyer and Sellers, as their interests may appear. (e) Sellers shall not change the identity or location of the Control Account without Buyer’s written consent. Sellers shall from time to time, at its own cost and expense, execute such directions to Buyer, and other papers, documents or instruments as may be reasonably requested by Buyer. (f) If Buyer so requests and to the extent not otherwise reflected on the applicable Distribution Worksheet, Sellers shall promptly notify Buyer of each deposit in the Control Account. Sellers shall also promptly deliver to Buyer photocopies of all periodic bank statements and other records relating to the Control Account as Buyer may from time to time request. (g) The amount required to be paid or remitted by Sellers to Buyer, not made when due shall bear interest from the due date (or, in the case of Expenses due on demand or upon presentation of an invoice thereof, the date thirty (30) days after the due date) until the remittance, transfer or payment is made, payable by Sellers, at the lesser of the Post-Default Rate or the maximum rate of interest permitted by law. If there is no maximum rate of interest specified by applicable law, interest on such sums shall accrue at the Post-Default Rate. (h) Unless an Event of Default shall have occurred and be continuing, all payments received by Buyer shall, after notice to Buyer, be applied by Buyer on the date of such receipt or, if such receipt is made and notice received after 3:00 p.m. (New York time), on the following Business Day, to reduce the Purchase Price of the related Purchased Asset or otherwise in accordance with Section 5(b) above.

COLLECTIONS; INCOME PAYMENTS. (a) Each Seller shall establish and maintain or cause Collateral Administrator to establish and maintain Where a segregated time or demand deposit account for the benefit of Buyer (individually and collectively, the “Control Account”) with a financial institution reasonably satisfactory to Buyer, which shall be subject to a Control Agreement, and shall deposit, or cause the Collateral Administrator to deposit, into the Control Account, within two (2) Business Days of receipt, all particular Transaction’s term extends over an Income (other than reserve payments) received payment date with respect to each one or more Purchased Asset and Mezzanine Subsidiary Asset Mortgage Loans subject to a such Transaction, all such Income shall be the property of Buyer. Under no circumstances Seller shall Sellers or shall cause the Master Servicer to deposit any of their own funds into the Control Account. Sellers shall name the Control Accounts as directed by Buyer. (b) On or before 3:00 p.m. (New York time) on the Business Day prior to the Payment Date, Sellers shall deliver to Buyer a Distribution Worksheet. On each Payment Date (or with respect to a Principal Payment all Income within one (1) Business Day of [***] following receipt by Buyer), upon approval of the Distribution Worksheet, Buyer shall make the following payments in accordance with the Distribution Worksheet (provided that Buyer may apply amounts from any Control Account in any order subject to the following clauses (i) through (xii)): (i) first, to the extent not paid by Sellers, to the Custodian in payment of the Custodial Fee and any accrued and unpaid fees and expenses; (ii) second, to Buyer in payment of any accrued and unpaid fees (including, without limitation, receipt by any Commitment FeeSubservicer) and expenses thereof (including, without limitation, all such Income that is required to Buyer’s account set forth in Section 9(a) hereof; (iii) third, following a Collateral Administrator Default or a Collateral Administrator MAE which in either case results in be deposited therein pursuant to the replacement applicable provisions of the Collateral Administrator, Account Agreement) into a deposit account (the title of which shall indicate that the funds therein are being held in trust for Buyer) (the “Collection Account”) with the Bank and which is subject to the replacement Collateral Administrator in Account Agreement; provided that, if Seller or any Affiliate of Seller receives any direct payment of Income or if any accrued and unpaid fees and expenses then due and owing Income is forwarded to Seller or any Affiliate of Seller, Seller or its Affiliate shall deposit all such Income into the Collection Account within twenty-four hours of receipt. Neither Seller nor Master Servicer may give any instruction with respect to the transfer Collection Account. On the Payment Date, the Master Servicer shall prepare a detailed payment report in form and performance substance acceptable to Buyer, which sets forth a reconciliation of all Income received through but not including such Payment Date (excluding Income detailed in any such report provided in connection with a prior Payment Date), and the amount of Periodic Advance Repurchase Payment due on the Purchased Mortgage Loans and, based on such report as approved by Buyer, Buyer shall withdraw any funds on deposit in the Collection Account and remit such funds to be applied as follows: (1) any amounts due to Wilmington Savings Fund Society, FSB, as Owner Trustee of the Collateral Administrator dutiesBuyer; (iv2) fourth, any amounts due to Buyer in payment in full on account of that portion of the Repurchase Price that represents any accrued due and unpaid Price Differential through the end of the Pricing Rate Period immediately preceding the related Payment Date to Buyer’s account set forth in accordance with Section 9(a) hereof; (v) fifth, to Buyer, any Price Differential Shortfall (which, for the avoidance of doubt, is only due and payable on the Termination Date and in the event the Sellers terminate the Agreement prior to the original scheduled Termination Date, the Price Differential Shortfall shall be pro-rated based upon the number of days the Agreement was in effect divided by the number of days in the original term of the Agreement) and any Exit Fee (which, for the avoidance of doubt, is only due and payable on the Termination Date and shall not be due in the event the Sellers terminated this Agreement prior to the first anniversary of the date hereof5(b); (vi3) sixth, any amounts due to Buyer on account of a Margin Deficit in payment of the Asset Manager Fee and any unpaid fees and expensesaccordance with Section 4; (vii4) seventh, without limiting the rights of all amounts offset and applied by Buyer under pursuant to Section 4 of this Agreement, to Buyer in the amount of any unpaid Margin Deficit, without duplication, to Buyer’s account set forth in Section 9(a) hereof5(d); (viii5) eighthany other Expenses, if an Event of Default has occurred and is continuingfees, to including Facility Fees, or amounts due Buyer in an amount to reduce under the Repurchase Price to zero and pay all other Obligations accrued and unpaidAgreement; (ix6) ninthany amounts due and owing under Section 15; and (7) the remainder of funds to Seller. Notwithstanding the foregoing and without limiting any remedies of Buyer provided herein, if there exists any shortfall in the payment of items (1) – (6) on any Payment Date, Seller shall pay to Buyer in on such Payment Date an amount equal to 100% any such shortfall in accordance with Section 9. (b) Notwithstanding that Buyer and Seller intend that the Transactions hereunder be sales to Buyer of Income the Purchased Mortgage Loans, Seller shall pay to Buyer the accreted value of the Price Differential (including principal and interestless any amount of such Price Differential previously paid by Seller to Buyer) of any Purchased Asset each Transaction through but not including each Payment Date (each such payment, a “Periodic Advance Repurchase Payment”) on each Payment Date. If Seller fails to make all or Mezzanine Subsidiary Asset, as applicable, that, for a period in excess of ninety (90) consecutive calendar days, (i) has had a Purchase Price Debt Yield Failure or (ii) has had a DSCR Requirement Failure and (A) the Purchase Price Debt Yield for such Purchased Asset or Mezzanine Subsidiary Asset, as applicable, is less than the sum of (x) the applicable Minimum Purchase Price Debt Yield and (y) 0.50% or (B) the LTV exceeds 65% with respect to the related Mortgaged Property, in each case applied to reduce the Purchase Price of such Purchased Asset or Mezzanine Subsidiary Asset, as applicable, until the earlier part of the date Periodic Advance Repurchase Payment by [***], New York City time, on which (A) such Purchase Price equals zero or (B) such Purchased Asset or Mezzanine Subsidiary Assetthe Payment Date, as applicable, again satisfies the applicable requirement; (x) tenth, Seller shall be obligated to pay to Buyer (in an addition to, and together with, the Periodic Advance Repurchase Payment) interest on the unpaid amount of the Periodic Advance Repurchase Payment at a rate per annum equal to the product Post-Default Rate (the “Late Payment Fee”) until the overdue Periodic Advance Repurchase Payment is received in full by Buyer. Notwithstanding anything to the contrary herein, if, on or prior to the determination of (x) the applicable Purchase Price Percentage for such Purchased Asset or Mezzanine Subsidiary Asset, as applicable, and (y) the Principal Payments related to a Purchased Asset, to Buyer’s account set forth in Section 9(a) hereof to be applied against the Repurchase Price of such Purchased Asset or Mezzanine Subsidiary Asset, as applicable;any LIBO Rate: (xi1) eleventh, any fees due Buyer reasonably determines that quotations of interest rates for the relevant deposits referred to in the Collateral Administrator pursuant to definition of “LIBO Rate” are not being provided in the Collateral Administration Agreement;relevant amounts or for the relevant maturities for purposes of determining rates of interest for Transactions hereunder as provided herein; or (xii2) twelfth, it becomes unlawful for Buyer to Sellers, any remaining amounts.maintain Transactions with a Pricing Rate based on the LIBO Rate; (c) Upon then Buyer shall give Seller prompt notice thereof. So long as such condition remains in effect, Seller shall, at its option, either repay the occurrence aggregate Repurchase Price of all Purchased Mortgage Loans and during all other amounts due under this Agreement in full within [***] (including, without limitation, the continuation Yield Maintenance Fee), or from and after the date of an Event such determination, pay a Pricing Rate based on the Alternate Rate. (d) Seller shall hold or cause to be held for the benefit of, and in trust for, Buyer all income, including without limitation all Income received by or on behalf of Default, all amounts remitted Seller with respect to the Control Account such Purchased Mortgage Loans. All such Income shall be held in trust for Buyer, shall constitute the property of Buyer and shall not be withdrawn from the Control Account only by Buyer commingled with other property of Seller, any affiliate of Seller or Master Servicer except as expressly permitted above in accordance with Buyer’s rights under the Control Agreement and applied to the Obligations as determined by Buyer in its sole discretion. (d) All Income received with respect to a Purchased Asset or Mezzanine Subsidiary Asset subject to a Transaction, whether or not this Section 5. Funds deposited in the Control Account, Collection Account during any month shall be held therein, in trust for the exclusive benefit of Buyer and Sellers, as their interests may appearBuyer. (e) Sellers Buyer shall offset against the Repurchase Price of each such Transaction all Income and Periodic Advance Repurchase Payments actually received by Buyer for such Transaction pursuant to Sections 5(a) and 5(b) as of the applicable Repurchase Date, respectively, excluding any Late Payment Fees paid pursuant to Section 5(b); it being understood that the Late Payment Fees are properties of Buyer that are not subject to offset against the Repurchase Price. (f) Seller shall not change the identity or location of the Control Account without Buyer’s written consentCollection Account. Sellers Seller shall from time to time, at its own cost and expense, execute such directions to Buyer, and other papers, documents or instruments as may be reasonably requested by BuyerBuyer with respect to the Collection Account. (fg) If Buyer so requests and to the extent not otherwise reflected on the applicable Distribution Worksheet, Sellers Seller shall promptly notify Buyer of each deposit in the Control Collection Account, and each withdrawal from the Collection Account, made by it with respect to Mortgage Loans owned by Buyer and serviced by Seller. Sellers Seller shall also promptly deliver to Buyer photocopies of all periodic bank statements and other records relating to the Control Account as Buyer may from time to time requestCollection Account. (gh) The amount required to be paid or remitted by Sellers Seller to Buyer, including any Periodic Advance Repurchase Payment, not made when due shall bear interest from the due date (or, in the case of Expenses due on demand or upon presentation of an invoice thereof, the date thirty (30) days after the due date) until the remittance, transfer or payment is made, payable by SellersSeller, at the lesser of the Post-Default Rate or the maximum rate of interest permitted by law. If there is no maximum rate of interest specified by applicable law, interest on such sums shall accrue at the Post-Default Rate. (h) Unless an Event of Default shall have occurred and be continuing, all payments received by Buyer shall, after notice to Buyer, be applied by Buyer on the date of such receipt or, if such receipt is made and notice received after 3:00 p.m. (New York time), on the following Business Day, to reduce the Purchase Price of the related Purchased Asset or otherwise in accordance with Section 5(b) above.

COLLECTIONS; INCOME PAYMENTS. (a) Each Seller shall establish and maintain or cause Collateral Administrator to establish and maintain Where a segregated time or demand deposit account for the benefit of Buyer (individually and collectively, the “Control Account”) with a financial institution reasonably satisfactory to Buyer, which shall be subject to a Control Agreement, and shall deposit, or cause the Collateral Administrator to deposit, into the Control Account, within two (2) Business Days of receipt, all particular Transaction’s term extends over an Income (other than reserve payments) received payment date with respect to each one or more Purchased Asset and Mezzanine Subsidiary Asset Mortgage Loans subject to a such Transaction, all such Income shall be the property of Buyer. Under no circumstances Seller shall Sellers or shall cause the Master Servicer to deposit any of their own funds into the Control Account. Sellers shall name the Control Accounts as directed by Buyer. (b) On or before 3:00 p.m. (New York time) on the Business Day prior to the Payment Date, Sellers shall deliver to Buyer a Distribution Worksheet. On each Payment Date (or with respect to a Principal Payment all Income within one (1) Business Day of [*] following receipt by Buyer), upon approval of the Distribution Worksheet, Buyer shall make the following payments in accordance with the Distribution Worksheet (provided that Buyer may apply amounts from any Control Account in any order subject to the following clauses (i) through (xii)): (i) first, to the extent not paid by Sellers, to the Custodian in payment of the Custodial Fee and any accrued and unpaid fees and expenses; (ii) second, to Buyer in payment of any accrued and unpaid fees (including, without limitation, receipt by any Commitment FeeSubservicer) and expenses thereof (including, without limitation, all such Income that is required to Buyer’s account set forth in Section 9(a) hereof; (iii) third, following a Collateral Administrator Default or a Collateral Administrator MAE which in either case results in be deposited therein pursuant to the replacement applicable provisions of the Collateral Administrator, Account Agreement) into a deposit account (the title of which shall indicate that the funds therein are being held in trust for Buyer) (the “Collection Account”) with the Bank and which is subject to the replacement Collateral Administrator in Account Agreement; provided that, if Seller or any Affiliate of Seller receives any direct payment of Income or if any accrued and unpaid fees and expenses then due and owing Income is forwarded to Seller or any Affiliate of Seller, Seller or its Affiliate shall deposit all such Income into the Collection Account within twenty-four hours of receipt. Neither Seller nor Master Servicer may give any instruction with respect to the transfer Collection Account. On the Payment Date, the Master Servicer shall prepare a detailed payment report in form and performance substance acceptable to Buyer, which sets forth a reconciliation of all Income received through but not including such Payment Date (excluding Income detailed in any such report provided in connection with a prior Payment Date), and the amount of Periodic Advance Repurchase Payment due on the Purchased Mortgage Loans and, based on such report as approved by Buyer, Buyer shall withdraw any funds on deposit in the Collection Account and remit such funds to be applied as follows: (1) any amounts due to Wilmington Savings Fund Society, FSB, as Owner Trustee of the Collateral Administrator duties; Buyer; (iv2) fourth, any amounts due to Buyer in payment in full on account of that portion of the Repurchase Price that represents any accrued due and unpaid Price Differential through the end of the Pricing Rate Period immediately preceding the related Payment Date to Buyer’s account set forth in Section 9(a) hereof; (v) fifth, to Buyer, any Price Differential Shortfall (which, for the avoidance of doubt, is only due and payable on the Termination Date and in the event the Sellers terminate the Agreement prior to the original scheduled Termination Date, the Price Differential Shortfall shall be pro-rated based upon the number of days the Agreement was in effect divided by the number of days in the original term of the Agreement) and any Exit Fee (which, for the avoidance of doubt, is only due and payable on the Termination Date and shall not be due in the event the Sellers terminated this Agreement prior to the first anniversary of the date hereof); (vi) sixth, to Buyer in payment of the Asset Manager Fee and any unpaid fees and expenses; (vii) seventh, without limiting the rights of Buyer under Section 4 of this Agreement, to Buyer in the amount of any unpaid Margin Deficit, without duplication, to Buyer’s account set forth in Section 9(a) hereof; (viii) eighth, if an Event of Default has occurred and is continuing, to Buyer in an amount to reduce the Repurchase Price to zero and pay all other Obligations accrued and unpaid; (ix) ninth, to Buyer in an amount equal to 100% of Income (including principal and interest) of any Purchased Asset or Mezzanine Subsidiary Asset, as applicable, that, for a period in excess of ninety (90) consecutive calendar days, (i) has had a Purchase Price Debt Yield Failure or (ii) has had a DSCR Requirement Failure and (A) the Purchase Price Debt Yield for such Purchased Asset or Mezzanine Subsidiary Asset, as applicable, is less than the sum of (x) the applicable Minimum Purchase Price Debt Yield and (y) 0.50% or (B) the LTV exceeds 65% with respect to the related Mortgaged Property, in each case applied to reduce the Purchase Price of such Purchased Asset or Mezzanine Subsidiary Asset, as applicable, until the earlier of the date on which (A) such Purchase Price equals zero or (B) such Purchased Asset or Mezzanine Subsidiary Asset, as applicable, again satisfies the applicable requirement; (x) tenth, to Buyer in an amount equal to the product of (x) the applicable Purchase Price Percentage for such Purchased Asset or Mezzanine Subsidiary Asset, as applicable, and (y) the Principal Payments related to a Purchased Asset, to Buyer’s account set forth in Section 9(a) hereof to be applied against the Repurchase Price of such Purchased Asset or Mezzanine Subsidiary Asset, as applicable; (xi) eleventh, any fees due to the Collateral Administrator pursuant to the Collateral Administration Agreement; (xii) twelfth, to Sellers, any remaining amounts. (c) Upon the occurrence and during the continuation of an Event of Default, all amounts remitted to the Control Account shall be held in trust for Buyer and shall be withdrawn from the Control Account only by Buyer in accordance with Buyer’s rights under the Control Agreement and applied to the Obligations as determined by Buyer in its sole discretion. (d) All Income received with respect to a Purchased Asset or Mezzanine Subsidiary Asset subject to a Transaction, whether or not deposited in the Control Account, shall be held in trust for the exclusive benefit of Buyer and Sellers, as their interests may appear. (e) Sellers shall not change the identity or location of the Control Account without Buyer’s written consent. Sellers shall from time to time, at its own cost and expense, execute such directions to Buyer, and other papers, documents or instruments as may be reasonably requested by Buyer. (f) If Buyer so requests and to the extent not otherwise reflected on the applicable Distribution Worksheet, Sellers shall promptly notify Buyer of each deposit in the Control Account. Sellers shall also promptly deliver to Buyer photocopies of all periodic bank statements and other records relating to the Control Account as Buyer may from time to time request. (g) The amount required to be paid or remitted by Sellers to Buyer, not made when due shall bear interest from the due date (or, in the case of Expenses due on demand or upon presentation of an invoice thereof, the date thirty (30) days after the due date) until the remittance, transfer or payment is made, payable by Sellers, at the lesser of the Post-Default Rate or the maximum rate of interest permitted by law. If there is no maximum rate of interest specified by applicable law, interest on such sums shall accrue at the Post-Default Rate. (h) Unless an Event of Default shall have occurred and be continuing, all payments received by Buyer shall, after notice to Buyer, be applied by Buyer on the date of such receipt or, if such receipt is made and notice received after 3:00 p.m. (New York time), on the following Business Day, to reduce the Purchase Price of the related Purchased Asset or otherwise in accordance with Section 5(b); (3) above.any amounts due to Buyer on account of a Margin Deficit in accordance with Section 4; (4) all amounts offset and applied by Buyer pursuant to Section 5(d); (5) any other Expenses, fees, including Facility Fees, or amounts due Buyer under the Repurchase Agreement;

COLLECTIONS; INCOME PAYMENTS. (a) Each Seller shall establish and maintain or cause Collateral Administrator to establish and maintain Where a segregated time or demand deposit account for the benefit of Buyer (individually and collectively, the “Control Account”) with a financial institution reasonably satisfactory to Buyer, which shall be subject to a Control Agreement, and shall deposit, or cause the Collateral Administrator to deposit, into the Control Account, within two (2) Business Days of receipt, all particular Transaction’s term extends over an Income (other than reserve payments) received payment date with respect to each one or more Purchased Asset and Mezzanine Subsidiary Asset Mortgage Loans subject to a such Transaction, all such Income shall be the property of Buyer. Under no circumstances Seller shall Sellers or shall cause the Master Servicer to deposit any of their own funds into the Control Account. Sellers shall name the Control Accounts as directed by Buyer. (b) On or before 3:00 p.m. (New York time) on the Business Day prior to the Payment Date, Sellers shall deliver to Buyer a Distribution Worksheet. On each Payment Date (or with respect to a Principal Payment all Income within one (1) Business Day of [*] following receipt by Buyer), upon approval of the Distribution Worksheet, Buyer shall make the following payments in accordance with the Distribution Worksheet (provided that Buyer may apply amounts from any Control Account in any order subject to the following clauses (i) through (xii)): (i) first, to the extent not paid by Sellers, to the Custodian in payment of the Custodial Fee and any accrued and unpaid fees and expenses; (ii) second, to Buyer in payment of any accrued and unpaid fees (including, without limitation, receipt by any Commitment FeeSubservicer) and expenses thereof (including, without limitation, all such Income that is required to Buyer’s account set forth in Section 9(a) hereof; (iii) third, following a Collateral Administrator Default or a Collateral Administrator MAE which in either case results in be deposited therein pursuant to the replacement applicable provisions of the Collateral Administrator, Account Agreement) into a deposit account (the title of which shall indicate that the funds therein are being held in trust for Buyer) (the “Collection Account”) with the Bank and which is subject to the replacement Collateral Administrator in Account Agreement; provided that, if Seller or any Affiliate of Seller receives any direct payment of Income or if any accrued and unpaid fees and expenses then due and owing Income is forwarded to Seller or any Affiliate of Seller, Seller or its Affiliate shall deposit all such Income into the Collection Account within twenty-four hours of receipt. Neither Seller nor Master Servicer may give any instruction with respect to the transfer Collection Account. On the Payment Date, the Master Servicer shall prepare a detailed payment report in form and performance substance acceptable to Buyer, which sets forth a reconciliation of all Income received through but not including such Payment Date (excluding Income detailed in any such report provided in connection with a prior Payment Date), and the amount of Periodic Advance Repurchase Payment due on the Purchased Mortgage Loans and, based on such report as approved by Buyer, Buyer shall withdraw any funds on deposit in the Collection Account and remit such funds to be applied as follows: (1) any amounts due to Wilmington Savings Fund Society, FSB, as Owner Trustee of the Collateral Administrator duties; Buyer; (iv2) fourth, any amounts due to Buyer in payment in full on account of that portion of the Repurchase Price that represents any accrued due and unpaid Price Differential through the end of the Pricing Rate Period immediately preceding the related Payment Date to Buyer’s account set forth in Section 9(a) hereof; (v) fifth, to Buyer, any Price Differential Shortfall (which, for the avoidance of doubt, is only due and payable on the Termination Date and in the event the Sellers terminate the Agreement prior to the original scheduled Termination Date, the Price Differential Shortfall shall be pro-rated based upon the number of days the Agreement was in effect divided by the number of days in the original term of the Agreement) and any Exit Fee (which, for the avoidance of doubt, is only due and payable on the Termination Date and shall not be due in the event the Sellers terminated this Agreement prior to the first anniversary of the date hereof); (vi) sixth, to Buyer in payment of the Asset Manager Fee and any unpaid fees and expenses; (vii) seventh, without limiting the rights of Buyer under Section 4 of this Agreement, to Buyer in the amount of any unpaid Margin Deficit, without duplication, to Buyer’s account set forth in Section 9(a) hereof; (viii) eighth, if an Event of Default has occurred and is continuing, to Buyer in an amount to reduce the Repurchase Price to zero and pay all other Obligations accrued and unpaid; (ix) ninth, to Buyer in an amount equal to 100% of Income (including principal and interest) of any Purchased Asset or Mezzanine Subsidiary Asset, as applicable, that, for a period in excess of ninety (90) consecutive calendar days, (i) has had a Purchase Price Debt Yield Failure or (ii) has had a DSCR Requirement Failure and (A) the Purchase Price Debt Yield for such Purchased Asset or Mezzanine Subsidiary Asset, as applicable, is less than the sum of (x) the applicable Minimum Purchase Price Debt Yield and (y) 0.50% or (B) the LTV exceeds 65% with respect to the related Mortgaged Property, in each case applied to reduce the Purchase Price of such Purchased Asset or Mezzanine Subsidiary Asset, as applicable, until the earlier of the date on which (A) such Purchase Price equals zero or (B) such Purchased Asset or Mezzanine Subsidiary Asset, as applicable, again satisfies the applicable requirement; (x) tenth, to Buyer in an amount equal to the product of (x) the applicable Purchase Price Percentage for such Purchased Asset or Mezzanine Subsidiary Asset, as applicable, and (y) the Principal Payments related to a Purchased Asset, to Buyer’s account set forth in Section 9(a) hereof to be applied against the Repurchase Price of such Purchased Asset or Mezzanine Subsidiary Asset, as applicable; (xi) eleventh, any fees due to the Collateral Administrator pursuant to the Collateral Administration Agreement; (xii) twelfth, to Sellers, any remaining amounts. (c) Upon the occurrence and during the continuation of an Event of Default, all amounts remitted to the Control Account shall be held in trust for Buyer and shall be withdrawn from the Control Account only by Buyer in accordance with Buyer’s rights under the Control Agreement and applied to the Obligations as determined by Buyer in its sole discretion. (d) All Income received with respect to a Purchased Asset or Mezzanine Subsidiary Asset subject to a Transaction, whether or not deposited in the Control Account, shall be held in trust for the exclusive benefit of Buyer and Sellers, as their interests may appear. (e) Sellers shall not change the identity or location of the Control Account without Buyer’s written consent. Sellers shall from time to time, at its own cost and expense, execute such directions to Buyer, and other papers, documents or instruments as may be reasonably requested by Buyer. (f) If Buyer so requests and to the extent not otherwise reflected on the applicable Distribution Worksheet, Sellers shall promptly notify Buyer of each deposit in the Control Account. Sellers shall also promptly deliver to Buyer photocopies of all periodic bank statements and other records relating to the Control Account as Buyer may from time to time request. (g) The amount required to be paid or remitted by Sellers to Buyer, not made when due shall bear interest from the due date (or, in the case of Expenses due on demand or upon presentation of an invoice thereof, the date thirty (30) days after the due date) until the remittance, transfer or payment is made, payable by Sellers, at the lesser of the Post-Default Rate or the maximum rate of interest permitted by law. If there is no maximum rate of interest specified by applicable law, interest on such sums shall accrue at the Post-Default Rate. (h) Unless an Event of Default shall have occurred and be continuing, all payments received by Buyer shall, after notice to Buyer, be applied by Buyer on the date of such receipt or, if such receipt is made and notice received after 3:00 p.m. (New York time), on the following Business Day, to reduce the Purchase Price of the related Purchased Asset or otherwise in accordance with Section 5(b); (3) above.any amounts due to Buyer on account of a Margin Deficit in accordance with Section 4; (4) all amounts offset and applied by Buyer pursuant to Section 5(d); (5) any other Expenses, fees, including Facility Fees, or amounts due Buyer under the Repurchase Agreement; (6) any amounts due and owing under Section 15;