THE COLLECTION ACCOUNT (AND THE PARENT,
INCLUDING ITS AFFILIATES, SHALL NOT BE ENTITLED TO, AND SHALL NOT RECEIVE, FROM
ANY SELLER ANY FEES, COMPENSATION OR OTHER PAYMENTS OF ANY KIND UNTIL ALL
REPURCHASES AND PAYMENTS NECESSARY TO BE MADE IN SATISFACTION OF THE MARGIN
DEFICIT NOTICE SHALL HAVE BEEN COMPLETED), AND (V) THE SELLERS PROVIDE TO THE
AGENT, ON A PERIODIC BASIS, A SUMMARY OF ALL EFFORTS TO BE MADE BY THE SELLERS
TO EFFECT THE NECESSARY REPURCHASE OR PAYMENT.
NOTWITHSTANDING ANYTHING HEREIN
TO THE CONTRARY, IN THE EVENT ANY SELLER FAILS TO CORRECT A MARGIN DEFICIT
WITHIN TWENTY-FOUR (24) HOURS FOLLOWING RECEIPT BY A SELLER OF A MARGIN DEFICIT
NOTICE, THE PROVISIONS OF THIS SECTION 4.02(B) SHALL NOT PROHIBIT, PREVENT OR
RESTRICT, IN ANY MANNER, THE AGENT FROM SELLING THE PURCHASED ASSET WHICH IS
SUBJECT TO THE MARGIN DEFICIT AND RETAINING THE PROCEEDS OF SUCH SALE, TO THE
EXTENT THE RELATED SALE PRICE IS AT LEAST EQUAL TO THE REPURCHASE PRICE OF SUCH
PURCHASED ASSET; PROVIDED, HOWEVER, THAT IN THE EVENT ANY GUARANTOR, IN ITS
CAPACITY AS BORROWER, HAS DULY REQUESTED THAT A BORROWING BE MADE UNDER THE
LIQUIDITY FACILITY FOR THE PURPOSE OF FUNDING ANY MARGIN DEFICIT HEREUNDER,
SELLER SHALL HAVE NOT LESS THAN FORTY-EIGHT (48) HOURS TO CORRECT SUCH MARGIN
DEFICIT.
IF THE AGENT SELLS SUCH PURCHASED ASSET FOR AN AMOUNT AT LEAST EQUAL
TO THE REPURCHASE PRICE PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE, THE
MARGIN DEFICIT WITH RESPECT TO SUCH PURCHASED ASSET WILL NOT, IN AND OF ITSELF,
BE DEEMED TO BE AN EVENT OF DEFAULT.
THE AGENT SHALL REPORT THE STATUS OF THE
SALE OF ANY PURCHASED ASSETS WHICH ARE SUBJECT TO A MARGIN DEFICIT TO SELLERS
EVERY OTHER BUSINESS DAY DURING THE FIFTEEN-DAY PERIOD FOLLOWING THE DELIVERY OF
A MARGIN DEFICIT NOTICE BY THE AGENT TO SELLERS WITH RESPECT TO SUCH PURCHASED
ASSETS.
ARTICLE V
INCOME PAYMENTS; REQUIREMENTS OF LAW
SECTION 5.01
INCOME PAYMENTS.
SUBJECT TO THE CONDITIONS SET FORTH
BELOW, THE SELLERS SHALL BE ENTITLED TO RECEIVE AN AMOUNT EQUAL TO ALL INCOME
PAID OR DISTRIBUTED ON OR IN RESPECT OF THE PURCHASED ASSETS THAT IS NOT
OTHERWISE RECEIVED BY ANY SELLER, TO THE FULL EXTENT IT WOULD BE SO ENTITLED IF
THE MORTGAGE ASSETS HAD NOT BEEN SOLD TO THE BUYERS.
NOTWITHSTANDING
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THE FOREGOING, EACH SELLER HEREBY AGREES (I) TO INSTRUCT EACH APPLICABLE
TRUSTEE, SERVICER OR OTHER PARTY ACTING AS PAYING AGENT WITH RESPECT TO THE
RELATED ELIGIBLE ASSET, TO TRANSFER ALL INCOME WITH RESPECT THERETO DIRECTLY TO
THE AGENT FOR DEPOSIT INTO THE COLLECTION ACCOUNT WITHIN TWO (2) BUSINESS DAYS
AFTER RECEIPT THEREOF AND (II) TO ITSELF MAKE, AND TO INSTRUCT EACH COUNTERPARTY
TO ANY INTEREST RATE PROTECTION AGREEMENT TO DELIVER, ANY PAYMENTS FROM TIME TO
TIME DUE AND PAYABLE UNDER SUCH INTEREST RATE PROTECTION AGREEMENT DIRECTLY TO
THE AGENT FOR DEPOSIT INTO THE COLLECTION ACCOUNT.
ON EACH PAYMENT DATE, ANY
AMOUNTS ON DEPOSIT IN THE COLLECTION ACCOUNT IN RESPECT OF A PURCHASED ASSET
SHALL BE APPLIED AS FOLLOWS: