Common use of Delivery of Income Clause in Contracts

Delivery of Income. Seller shall, pursuant to Irrevocable Redirection Notices, direct the Underlying Obligors and all other applicable Persons (including any bank or financial institution holding any Income under the terms of the Mortgage Loan Documents) to deposit all Income payable to Seller as lender or holder under the terms of the Mortgage Loan Documents for the Purchased Assets into an account held by the Servicer or the Waterfall Account on the day the related payments are due, payable or required or permitted to be disbursed under the terms of the related Mortgage Loan Documents. Within five (5) Business Days of the related Purchase Date, Seller shall use its commercially reasonable efforts to deliver to Buyer an Irrevocable Redirection Notice with respect to each Purchased Asset, fully executed by each Underlying Obligor or other applicable Person. In no event shall Seller direct any Underlying Obligor with respect to a Purchased Asset to direct funds to any account other than the Waterfall Account or an account held by Servicer (so long as Servicer is Wxxxx). To the extent Seller or any Affiliate of Seller receives any Income directly, Seller or such Affiliate shall hold such Income in trust for Buyer, segregated from other funds of Seller and its Affiliates, until delivered to the Waterfall Account or an account of the Servicer (so long as the Servicer is Wxxxx) in accordance with the terms hereof. Seller shall deposit, or cause to be deposited, such amounts into the Servicer Account within two (2) Business Days of receipt thereof. Seller shall cause Servicer to remit all Income (other than amounts permitted to be withheld by the Servicer in accordance with the terms of the Servicing Agreement) in the Servicer Account to the Waterfall Account within two (2) Business Days of the receipt thereof (provided, however, if the Servicer is Wxxxx or an Affiliate thereof, then the Servicer shall only be required to remit to the Waterfall Account once each month, on the date set forth in the Servicing Agreement and the failure of the Servicer to make such remittance shall not be an Event of Default hereunder). Seller shall (a) comply with and enforce each Irrevocable Redirection Notice, (b) not amend, modify, waive, terminate or revoke any Irrevocable Redirection Notice without Buyer’s prior written consent, (c) take all reasonable steps to enforce each Irrevocable Redirection Notice and (d) shall obtain such additional executed Irrevocable Redirection Notices as may be required to ensure all Income is directed to the Servicer (if the Servicer is Wxxxx) or the Waterfall Account. In connection with each Principal Payment or prepayment under a Purchased Asset, Seller shall provide or cause to be provided to Buyer sufficient detail to enable Buyer to identify the Purchased Asset to which such payment applies. If Seller receives any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any Purchased Assets, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and immediately deliver the same to Buyer or its designee in the exact form received, together with duly executed instruments of transfer, stock powers or assignment in blank and such other documentation as Buyer shall reasonably request. Neither Seller nor any Servicer shall deposit or cause to be deposited to the Waterfall Account cash or cash proceeds other than Income or other payments required to be deposited therein under the Repurchase Documents.

Delivery of Income. Seller shall, pursuant to Irrevocable Redirection Notices, direct the Underlying Obligors and all other applicable Persons (including any bank or financial institution holding any Income under the terms of the Mortgage Loan Documents) to deposit all Income payable to Seller as lender or holder under the terms of the Mortgage Loan Documents for the Purchased Assets into an account held by the Servicer or the Waterfall Account on the day the related payments are due, payable or required or permitted to be disbursed under the terms of the related Mortgage Loan Documents. Within five (5) Business Days of the related Purchase Date, Seller shall use its commercially reasonable efforts to deliver to Buyer an Irrevocable Redirection Notice with respect to each Purchased Asset, fully executed by each Underlying Obligor or other applicable Person. In no event shall Seller direct any Underlying Obligor with respect to a Purchased Asset to direct funds to any account other than the Waterfall Account, the Servicer Account with respect to the C-III Loans (so long as C-III remains a Servicer) or an account held by WF Servicer (so long as Servicer is WxxxxXxxxx remains a Servicer). To the extent Seller or any Affiliate of Seller receives any Income directly, Seller or such Affiliate shall hold such Income in trust for Buyer, segregated from other funds of Seller and its Affiliates, until delivered to the Waterfall Account, the Servicer Account with respect to the C-III Loans (so long as C-III remains a Servicer) or an account of the held by WF Servicer (so long as the Servicer is WxxxxXxxxx remains a Servicer) in accordance with the terms hereof. Seller shall deposit, or cause to be deposited, such amounts into the applicable Servicer Account within two one (21) Business Days Day of receipt thereof. Seller shall cause Servicer to remit all Income (other than in the case of the WF Servicer amounts permitted to be withheld by the Servicer in accordance with the terms of the Servicing Agreement) in the Servicer Account to the Waterfall Account within two one (21) Business Days Day of the receipt thereof (provided, however, if the Servicer is Wxxxx Xxxxx or an Affiliate thereof, then the Servicer shall only be required to remit to the Waterfall Account once each month, on the date set forth in the applicable Servicing Agreement and the failure of the WF Servicer to make such remittance shall not be an Event of Default hereunder). Seller shall (a) comply with and enforce each Irrevocable Redirection Notice, (b) not amend, modify, waive, terminate or revoke any Irrevocable Redirection Notice without Buyer’s prior written consent, (c) take all reasonable steps to enforce each Irrevocable Redirection Notice and (d) shall obtain such additional executed Irrevocable Redirection Notices as may be required to ensure all Income is directed to an account held by the WF Servicer (if the Servicer is WxxxxXxxxx), to the Servicer Account with respect to the C-III Loans (so long as C-III remains a Servicer) or to the Waterfall Account. In connection with each Principal Payment or prepayment under a Purchased Asset, Seller shall provide or cause to be provided to Buyer sufficient detail to enable Buyer to identify the Purchased Asset to which such payment applies. If Seller receives any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any Purchased Assets, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and immediately deliver the same to Buyer or its designee in the exact form received, together with duly executed instruments of transfer, stock powers or assignment in blank and such other documentation as Buyer shall reasonably request. Neither Seller nor any Servicer shall deposit or cause to be deposited to the Waterfall Account cash or cash proceeds other than Income or other payments required to be deposited therein under the Repurchase Documents.” (j) Article 8 of the Repurchase Agreement is hereby amended by adding a new Section 8.13 to the end of Article 8 as follows:

Delivery of Income. Seller shall, pursuant to Irrevocable Redirection Notices, direct the Underlying Obligors and all other applicable Persons (including any bank or financial institution holding any Income under the terms of the Mortgage Loan Documents) to deposit all Income payable to Seller as lender or holder under the terms of the Mortgage Loan Documents for the Purchased Assets or as holder of the Permitted Assets, as applicable, into an account held by the Servicer or the Waterfall Account on the day the related payments are due, payable or required or permitted to be disbursed under the terms of the related Mortgage Loan Documents. Within five (5) Business Days of the related Purchase Date, Seller shall use its commercially reasonable efforts to deliver to Buyer an Irrevocable Redirection Notice with respect to each Purchased AssetAsset (other than Permitted Assets), as applicable, fully executed by each Underlying Obligor or other applicable Person. In no event shall Seller direct any Underlying Obligor or other applicable Persons with respect to a Purchased Asset to direct funds to any account other than the Waterfall Account or an account held by Servicer (so long as Servicer is WxxxxXxxxx), as applicable. To the extent Seller or any Affiliate of Seller receives any Income directly, Seller or such Affiliate shall hold such Income in trust for Buyer, segregated from other funds of Seller and its Affiliates, until delivered to the Waterfall Account or an account of the Servicer (so long as the Servicer is WxxxxXxxxx) in accordance with the terms hereof. Seller shall deposit, or cause to be deposited, such amounts into the Servicer Account within two (2) Business Days of receipt thereof. Seller shall cause Servicer to remit all Income (other than amounts permitted to be withheld by the Servicer in accordance with the terms of the Servicing Agreement) in the Servicer Account to the Waterfall Account within two (2) Business Days of the receipt thereof (provided, however, if the Servicer is Wxxxx Xxxxx or an Affiliate thereof, then the Servicer shall only be required to remit to the Waterfall Account once each month, on the date set forth in the Servicing Agreement and the failure of the Servicer to make such remittance shall not be an Event of Default hereunder). Seller shall (a) comply with and enforce each Irrevocable Redirection Notice, (b) not amend, modify, waive, terminate or revoke any Irrevocable Redirection Notice without Buyer’s prior written consent, (c) take all reasonable steps to enforce each Irrevocable Redirection Notice and (d) shall obtain such additional executed Irrevocable Redirection Notices as may be required to ensure all Income is directed to the Servicer (if the Servicer is WxxxxXxxxx) or the Waterfall Account. In connection with each Principal Payment or prepayment under a Purchased Asset, Seller shall provide or cause to be provided to Buyer sufficient detail to enable Buyer to identify the Purchased Asset to which such payment applies. If Seller receives any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any Purchased Assets, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and immediately deliver the same to Buyer or its designee in the exact form received, together with duly executed instruments of transfer, stock powers or assignment in blank and such other documentation as Buyer shall reasonably request. Neither Seller nor any Servicer shall deposit or cause to be deposited to the Waterfall Account or the Liquidity Reserve Accounts cash or cash proceeds other than Income or other payments required to be deposited therein under the Repurchase Documents.

Delivery of Income. Seller shall, pursuant to Irrevocable Redirection Notices, direct the Underlying Obligors and all other applicable Persons (including any bank or financial institution holding any Income under the terms of the Mortgage Loan Documents) to deposit all Income payable to Seller as lender or holder under the terms of the Mortgage Loan Documents for the Purchased Assets into an account held by the Servicer or the Waterfall Account on the day the related payments are due, payable or required or permitted to be disbursed under the terms of the related Mortgage Loan Documents. Within five (5) Business Days of the related Purchase Date, Seller shall use its commercially reasonable efforts to deliver to Buyer an Irrevocable Redirection Notice with respect to each Purchased Asset, fully executed by each Underlying Obligor or other applicable Person. In no event shall Seller direct any Underlying Obligor with respect to a Purchased Asset to direct funds to any account other than the Waterfall Account or an account held by Servicer (so long as Servicer is WxxxxXxxxx). To the extent Seller or any Affiliate of Seller receives any Income directly, Seller or such Affiliate shall hold such Income in trust for Buyer, segregated from other funds of Seller and its Affiliates, until delivered to the Waterfall Account or an account of the Servicer (so long as the Servicer is WxxxxXxxxx) in accordance with the terms hereof. Seller shall deposit, or cause to be deposited, such amounts into the Servicer Account within two (2) Business Days of receipt thereof. Seller shall cause Servicer to remit all Income (other than amounts permitted to be withheld by the Servicer in accordance with the terms of the Servicing Agreement) in the Servicer Account to the Waterfall Account within two (2) Business Days of the receipt thereof (provided, however, if the Servicer is Wxxxx Xxxxx or an Affiliate thereof, then the Servicer shall only be required to remit to the Waterfall Account once each month, on the date set forth in the Servicing Agreement and the failure of the Servicer to make such remittance shall not be an Event of Default hereunder). Seller shall (a) comply with and enforce each Irrevocable Redirection Notice, (b) not amend, modify, waive, terminate or revoke any Irrevocable Redirection Notice without Buyer’s 's prior written consent, (c) take all reasonable steps to enforce each Irrevocable Redirection Notice and (d) shall obtain such additional executed Irrevocable Redirection Notices as may be required to ensure all Income is directed to the Servicer (if the Servicer is WxxxxXxxxx) or the Waterfall Account. In connection with each Principal Payment or prepayment under a Purchased Asset, Seller shall provide or cause to be provided to Buyer sufficient detail to enable Buyer to identify the Purchased Asset to which such payment applies. If Seller receives any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any Purchased Assets, or otherwise in respect thereof, Seller shall accept the same as Buyer’s 's agent, hold the same in trust for Buyer and immediately deliver the same to Buyer or its designee in the exact form received, together with duly executed instruments of transfer, stock powers or assignment in blank and such other documentation as Buyer shall reasonably request. Neither Seller nor any Servicer shall deposit or cause to be deposited to the Waterfall Account cash or cash proceeds other than Income or other payments required to be deposited therein under the Repurchase Documents.

Delivery of Income. Seller shall, pursuant (a) Borrower shall cause: (i) the Servicer to Irrevocable Redirection Notices, direct the Underlying Obligors and applicable Government Authorities to remit Redemption Payments (A) directly to the Concentration Account by wire transfer, (B) directly to the Lockbox Account by check made payable to the Custodian as Custodian for the applicable Eligible Asset Owner, or (C) directly to the Collection Account by ACH deposit; and (ii) all other applicable Persons (including any bank or financial institution holding any Income under the terms in respect of the Mortgage Loan Documents) to deposit all Income payable to Seller as lender or holder under the terms of the Mortgage Loan Documents for the Purchased Assets into an account held Financed Tax Liens otherwise received by the Servicer or the Waterfall Account on the day the related payments are due, payable or required or permitted to be disbursed under deposited directly by the terms of Servicer into the related Mortgage Loan Documents. Within five Concentration Account (5or (A) Business Days of the related Purchase Date, Seller shall use its commercially reasonable efforts to deliver to Buyer an Irrevocable Redirection Notice with respect to each Purchased Asset, fully executed by each Underlying Obligor or other applicable Person. In no event shall Seller direct any Underlying Obligor with respect to a Purchased Asset to direct funds to any account other than the Waterfall Account or an account held by Servicer (so long as Servicer is Wxxxx). To the extent Seller or any Affiliate of Seller receives any Income directly, Seller or such Affiliate shall hold such Income in trust for Buyer, segregated from other funds of Seller and its Affiliates, until delivered remitted to the Waterfall Lockbox Account in the case of payments by check or an account of the Servicer (so long as the Servicer is WxxxxB) in accordance with the terms hereof. Seller shall deposit, or cause to be deposited, such amounts deposited directly into the Servicer Collection Account in the case of payments by ACH deposit) within two (2) Business Days of its receipt thereof (the proceeds of checks remitted to the Lockbox Account and the funds deposited in the Collection Account or the Concentration Account pursuant to clauses (x) and (y), collectively, the “Facility Funds”). (b) In accordance with the Custodial Agreement, the Custodian shall process pursuant to its customary procedures all checks remitted to the Lockbox Account (including all Facility Funds) and, once processed, remit the applicable funds to the Concentration Account. In the event any Income is remitted to Borrower or any of its Affiliates, Borrower shall remit such Income or shall cause such Income to be deposited by its Affiliates into the Concentration Account within one (1) Business Day following receipt thereof. Seller At all times prior to such remittance, Borrower shall cause Servicer itself hold such Income remitted to remit all Income Borrower in trust, for the exclusive benefit of Administrative Agent. (other than amounts permitted c) Notwithstanding anything to be withheld by the Servicer contrary in this Agreement, in accordance with the terms Custodial Agreement, Borrower shall cause the Servicer to provide the Custodian reconciliation information to allocate Facility Funds. Thereafter, on a daily basis, the Custodian shall within one (1) Business Day of its receipt of each such reconciliation information disburse to the Servicing Agreement) Collection Account any Facility Funds deposited in the Servicer Concentration Account, which Facility Funds shall thereafter be held subject to the Custodial Agreement and the other Loan Documents. In accordance with the Custodial Agreement, except during the continuance of an Event of Default, in the event that Administrative Agent or Borrower, believes that funds other than Facility Funds have been remitted from the Concentration Account to the Waterfall Collection Account within two (2) Business Days of the receipt any such remittance an “Improper Remittance”), such party may deliver written notice thereof (providedto Borrower or Administrative Agent, howeveras applicable, if the Servicer is Wxxxx or an Affiliate thereof, then the Servicer and such parties shall only be required to remit confer and reach agreement with respect to the Waterfall Account once each monthdisposition of such funds and direct the Custodian as to such disposition. Custodian shall thereafter credit the funds to the applicable account, on as directed. Upon the date set forth in occurrence and during the Servicing Agreement and the failure continuance of the Servicer to make such remittance shall not be an Event of Default hereunder). Seller Default, in the event of any Improper Remittance, upon written notice from Administrative Agent to Borrower, Servicer and Custodian, Administrative Agent shall (a) comply with and enforce each Irrevocable Redirection Notice, (b) not amend, modify, waive, terminate or revoke any Irrevocable Redirection Notice without Buyer’s prior written consent, (c) take all reasonable steps have the right to enforce each Irrevocable Redirection Notice and (d) shall obtain cause Custodian to remit such additional executed Irrevocable Redirection Notices as may be required to ensure all Income is directed funds to the Servicer (if the Servicer is Wxxxx) Concentration Account or the Waterfall Collection Account. In connection with each Principal Payment or prepayment under a Purchased Asset, Seller shall provide or cause to be provided to Buyer sufficient detail to enable Buyer to identify the Purchased Asset to which such payment applies. If Seller receives any rights, whether in addition to, in substitution of, as a conversion ofapplicable, or in exchange for any Purchased Assets, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and immediately deliver the same to Buyer or its designee in the exact form received, together without first consulting with duly executed instruments of transfer, stock powers or assignment in blank and such other documentation as Buyer shall reasonably request. Neither Seller nor any Servicer shall deposit or cause to be deposited to the Waterfall Account cash or cash proceeds other than Income or other payments required to be deposited therein under the Repurchase DocumentsBorrower.

Delivery of Income. Seller shall, pursuant to Irrevocable Redirection Notices, direct the Underlying Obligors and all other applicable Persons (including any bank or financial institution holding any Income under the terms of the Mortgage Loan Documents) to deposit all Income payable to Seller as lender or holder under the terms of the Mortgage Loan Documents for the Purchased Assets into an account held by the Servicer or the Waterfall Account on the day the related payments are due, payable or required or permitted to be disbursed under the terms of the related Mortgage Loan Documents. Within five (5) Business Days of the related Purchase Date, Seller shall use its commercially reasonable efforts to deliver to Buyer an Irrevocable Redirection Notice with respect to each Purchased Asset, fully executed by each Underlying Obligor or other applicable Person. In no event shall Seller direct any Underlying Obligor with respect to a Purchased Asset to direct funds to any account other than the Waterfall Account or an account held by Servicer (so long as Servicer is WxxxxXxxxx). To the extent Seller or any Affiliate of Seller receives any Income directly, Seller or such Affiliate shall hold such Income in trust for Buyer, segregated from other funds of Seller and its Affiliates, until delivered to the Waterfall Account or an account of the Servicer (so long as the Servicer is WxxxxXxxxx) in accordance with the terms hereof. Seller shall deposit, or cause to be deposited, such amounts into the Servicer Account within two (2) Business Days of receipt thereof. Seller shall cause Servicer to remit all Income (other than amounts permitted to be withheld by the Servicer in accordance with the terms of the Servicing Agreement) in the Servicer Account to the Waterfall Account within two (2) Business Days of the receipt thereof (provided, however, if the Servicer is Wxxxx Xxxxx or an Affiliate thereof, then the Servicer shall only be required to remit to the Waterfall Account once each month, on the date set forth in the Servicing Agreement and the failure of the Servicer to make such remittance shall not be an Event of Default hereunder). Seller shall (a) comply with and enforce each Irrevocable Redirection Notice, (b) not amend, modify, waive, terminate or revoke any Irrevocable Redirection Notice without Buyer’s prior written consent, (c) take all reasonable steps to enforce each Irrevocable Redirection Notice and (d) shall obtain such additional executed Irrevocable Redirection Notices as may be required to ensure all Income is directed to the Servicer (if the Servicer is WxxxxXxxxx) or the Waterfall Account. In connection with each Principal Payment or prepayment under a Purchased Asset, Seller shall provide or cause to be provided to Buyer sufficient detail to enable Buyer to identify the Purchased Asset to which such payment applies. If Seller receives any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any Purchased Assets, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and immediately deliver the same to Buyer or its designee in the exact form received, together with duly executed instruments of transfer, stock powers or assignment in blank and such other documentation as Buyer shall reasonably request. Neither Seller nor any Servicer shall deposit or cause to be deposited to the Waterfall Account cash or cash proceeds other than Income or other payments required to be deposited therein under the Repurchase Documents.