Common use of DEFAULTED LOANS; COLLECTION AND FORECLOSURE PROCEEDINGS Clause in Contracts

DEFAULTED LOANS; COLLECTION AND FORECLOSURE PROCEEDINGS. If the Borrower wishes to institute collection or foreclosure proceedings with respect to a Pledged Mortgage Loan, it shall substitute other Collateral or pay down the amount outstanding under such Pledged Mortgage Loan so that it is entitled pursuant to the terms of the Credit Agreement and/or this Agreement to a release of such Pledged Mortgage Loan. If the Borrower does not own sufficient other Collateral to obtain a release of such Pledged Mortgage Loan, then so long as an Event of Default or a Default has not occurred and is continuing, the Agent, upon written request of the Borrower, will deliver, upon such terms and conditions as the Agent in its sole discretion may establish, to an attorney at law, as the agent of the Agent and the Lenders, to the extent necessary for the purpose of enabling said attorney to institute, in the name of the Borrower or the Agent, or in their names or in the names of their nominees, as the Agent may determine, collection and/or foreclosure proceedings on any Pledged Mortgage Loan in default the following: (a) the promissory note or other instrument evidencing such Pledged Mortgage Loan in default and (b) the mortgage or deed of trust, if any, that secures such promissory note, or other Collateral needed by said attorney in connection with such collection and/or foreclosure proceedings in such manner and in such form as the Agent deems necessary or desirable to preserve its security interests in such Collateral, provided such Collateral and all proceeds of any such collection and/or foreclosure efforts shall remain subject to this Agreement and the security interests granted herein and all such proceeds shall be delivered to the Agent as and when and in the form received to the extent required by the terms of the Credit Agreement. The Borrower hereby covenants and agrees that, without first obtaining the prior written consent of the Agent, it will not request or accept any discount on, or any conveyance, endorsement, transfer or assignment of any right, title or interest in and to any of the real, personal or mixed properties sold, pledged, mortgaged, hypothecated, assigned, transferred, set over or conveyed to the Agent as security for, any of the promissory notes or other instruments or agreements which evidence Pledged Mortgage Loans in lieu of foreclosure proceedings if, after giving effect to any such proposed transaction, the Borrowing Base would be less than the aggregate unpaid principal amount of the outstanding Loans and Swing-Line Loans. At such time as such delivery of the Collateral is no longer required in connection with said collection and/or foreclosure efforts, to the extent such Collateral has not been released pursuant to this Agreement, the same shall be reassigned and redelivered to the Agent.

DEFAULTED LOANS; COLLECTION AND FORECLOSURE PROCEEDINGS. If the Borrower Pledgor wishes to institute collection or foreclosure proceedings with respect to a Pledged Mortgage Loan, it shall substitute other Collateral or pay down the amount outstanding under such Pledged Mortgage Loan so that it is entitled pursuant to the terms of the Credit Agreement and/or this Agreement to a release of such Pledged Mortgage Loan. If the Borrower Pledgor does not own sufficient other Collateral to obtain a release of such Pledged Mortgage Loan, then so long as an Event of Default or a an Unmatured Event of Default has not occurred and is continuing, the Collateral Agent, upon written request of the BorrowerPledgor, will deliver, upon such terms and conditions as the Collateral Agent in its sole discretion may establish, to an attorney at law, as the agent of the Collateral Agent and the LendersPledgees, to the extent necessary for the purpose of enabling said attorney to institute, in the name of the Borrower Pledgor, the Collateral Agent, the Agent or the AgentPledgees, or in their names or in the names of their nominees, as the Agent Required Banks may determine, collection and/or foreclosure proceedings on any Pledged Mortgage Loan in default the following: (a) the promissory note or other instrument evidencing any such Pledged Mortgage Loan in default and (b) the mortgage or deed of trust, if any, that secures such promissory note, or other Collateral needed by said attorney in connection with such collection and/or foreclosure proceedings in such manner and in such form as the Collateral Agent deems necessary or desirable to preserve its the Pledgees’ security interests in such Collateral, provided such Collateral and all proceeds of any such collection and/or foreclosure efforts shall remain subject to this Pledge and Security Agreement and the security interests granted herein and all such proceeds shall be delivered to the Agent as and when and in the form received to the extent required by the terms of the Credit Agreement. The Borrower Pledgor hereby covenants and agrees that, without first obtaining the prior written consent of the Agent, it will not request or accept any discount on, or any conveyance, endorsement, transfer or assignment of any right, title or interest in and to any of the real, personal or mixed properties sold, pledged, mortgaged, hypothecated, assigned, transferred, set over or conveyed to the Agent Pledgees as security for, any of the promissory notes or other instruments or agreements which evidence Pledged Mortgage Loans in lieu of foreclosure proceedings if, after giving effect to any such proposed transaction, the Borrowing Base would be less than the aggregate unpaid principal amount of the outstanding Loans and Swing-Line LoansAggregate Outstandings. At such time as such delivery of the Collateral is no longer required in connection with said collection and/or foreclosure efforts, to the extent such Collateral has not been released pursuant to this Agreement, the same shall be reassigned and redelivered to the Collateral Agent.

DEFAULTED LOANS; COLLECTION AND FORECLOSURE PROCEEDINGS. If the Borrower Company wishes to institute collection or foreclosure proceedings with respect to a Pledged Mortgage Loan, it shall substitute other Collateral or pay down the amount outstanding under such Pledged Mortgage Loan so that it is entitled pursuant to the terms of the Credit Agreement and/or this Agreement to a release of such Pledged Mortgage Loan. If the Borrower Company does not own sufficient other Collateral to obtain a release of such Pledged Mortgage Loan, then so long as an Event of Default or a an Unmatured Event of Default has not occurred and is continuing, the Agent, upon written request of the BorrowerCompany, will deliver, upon such terms and conditions as the Agent in its sole discretion may establish, to an attorney at law, as the agent of the Agent and the LendersAgent, to the extent necessary for the purpose of enabling said attorney to institute, in the name of the Borrower Company or the Agent, or in their names or in the names of their nominees, as the Agent may determine, collection and/or foreclosure proceedings on any Pledged Mortgage Loan in default the following: (a) the promissory note or other instrument evidencing such Pledged Mortgage Loan in default and (b) the mortgage or deed of trust, if any, that secures such promissory note, or other Collateral needed by said attorney in connection with such collection and/or foreclosure proceedings in such manner and in such form as the Agent deems necessary or desirable to preserve its security interests interest for the benefit of the Secured Parties in such Collateral, provided such Collateral and all proceeds of any such collection and/or foreclosure efforts shall remain subject to this Security Agreement and the security interests granted herein and all such proceeds shall be delivered to the Agent as and when and in the form received to the extent required by the terms of the Credit Agreement. The Borrower Company hereby covenants and agrees that, without first obtaining the prior written consent of the Agent, it will not request or accept any discount on, or any conveyance, endorsement, transfer or assignment of any right, title or interest in and to any of the real, personal or mixed properties sold, pledged, mortgaged, hypothecated, assigned, transferred, set over or conveyed to the Agent for the benefit of the Secured Parties as security for, for any of the promissory notes or other instruments or agreements which evidence Pledged Mortgage Loans in lieu of foreclosure proceedings if, after giving effect to any such proposed transaction, the Borrowing Base would be less than the aggregate unpaid principal amount of the outstanding Loans and Swing-Line Warehousing Loans. At such time as such delivery of the Collateral is no longer required in connection with said collection and/or foreclosure efforts, to the extent such Collateral has not been released pursuant to this Security Agreement, the same shall be reassigned and redelivered to the Agent.

DEFAULTED LOANS; COLLECTION AND FORECLOSURE PROCEEDINGS. If the Borrower Company wishes to institute collection or foreclosure proceedings with respect to a Pledged Mortgage Loan, it shall substitute other Collateral or pay down the amount outstanding under such Pledged Mortgage Loan so that it is entitled pursuant to the terms of the Credit Agreement and/or this Agreement to a release of such Pledged Mortgage Loan. If the Borrower Company does not own sufficient other Collateral to obtain a release of such Pledged Mortgage Loan, then so long as an Event of Default or a an Unmatured Event of Default has not occurred and is continuing, the Agent, upon written request of the BorrowerCompany, will deliver, upon such terms and conditions as the Agent in its sole discretion may establish, to an attorney at law, as the agent of the Agent and the LendersAgent, to the extent necessary for the purpose of enabling said attorney to institute, in the name of the Borrower Company or the Agent, or in their names or in the names of their nominees, as the Agent may determine, collection and/or foreclosure proceedings on any Pledged Mortgage Loan in default the following: (a) the promissory note or other instrument evidencing such Pledged Mortgage Loan in default and (b) the mortgage or deed of trust, if any, that secures such promissory note, or other Collateral needed by said attorney in connection with such collection and/or foreclosure proceedings in such manner and in such form as the Agent deems necessary or desirable to preserve its security interests in such Collateral, provided such Collateral and all proceeds of any such collection and/or foreclosure efforts shall remain subject to this Agreement and the security interests granted herein and all such proceeds shall be delivered to the Agent as and when and in the form received to the extent required by the terms of the Credit Agreement. The Borrower Company hereby covenants and agrees that, without first obtaining the prior written consent of the Agent, it will not request or accept any discount on, or any conveyance, endorsement, transfer or assignment of any right, title or interest in and to any of the real, personal or mixed properties sold, pledged, mortgaged, hypothecated, assigned, transferred, set over or conveyed to the Agent as security for, any of the promissory notes or other instruments or agreements which evidence Pledged Mortgage Loans in lieu of foreclosure proceedings if, after giving effect to any such proposed transaction, the Warehousing Borrowing Base would be less than the aggregate unpaid principal amount of the outstanding Loans and Swing-Line Warehousing Loans. At such time as such delivery of the Collateral is no longer required in connection with said collection and/or foreclosure efforts, to the extent such Collateral has not been released pursuant to this Agreement, the same shall be reassigned and redelivered to the Agent.

DEFAULTED LOANS; COLLECTION AND FORECLOSURE PROCEEDINGS. If the Borrower wishes to institute collection or foreclosure proceedings with respect to a Pledged Mortgage LoanLoan that still has Collateral Value pursuant to Exhibit A of Credit Agreement, it shall substitute other Collateral or pay down the amount outstanding under such Pledged Mortgage Loan so that it is entitled pursuant to the terms of the Credit Agreement and/or this Agreement to a release of such Pledged Mortgage Loan. If the Borrower does not own sufficient other Collateral collateral to obtain a release of such Pledged Mortgage Loan, then so long as a Default or an Event of Default or a Default has not occurred and is continuing, the AgentBank, upon written request of the Borrower, will deliver, upon such terms and conditions as the Agent Bank in its sole discretion may establish, to an attorney at law, as the agent of the Agent and the LendersBank, to the extent necessary for the purpose of enabling said attorney to institute, in the name of the Borrower or the AgentBank, or in their names or in the names of their nominees, as the Agent Bank may determine, collection and/or foreclosure proceedings on any Pledged Mortgage Loan in default the following: (a) the promissory note or other instrument evidencing any such Pledged Mortgage Loan in default and (b) the mortgage or deed of trust, if any, that secures such promissory note, or other Collateral needed by said attorney in connection with such collection and/or foreclosure proceedings in such manner and in such form as the Agent Bank deems necessary or desirable to preserve its security interests in such Collateral, provided such Collateral and all proceeds of any such collection and/or foreclosure efforts shall remain subject to this Pledge and Security Agreement and the security interests granted herein therein and all such proceeds shall be delivered to the Agent Bank as and when and in the form received to the extent required by the terms of the Credit Agreement. The the Borrower hereby covenants and agrees that, without first obtaining the prior written consent of the AgentBank, it will not request or accept any discount on, or any conveyance, endorsement, transfer or assignment of any right, title or interest in and to any of the real, personal or mixed properties sold, pledged, mortgaged, hypothecated, assigned, transferred, set over or conveyed to the Agent Bank as security for, for any of the promissory notes or other instruments or agreements which evidence Pledged Mortgage Loans in lieu of foreclosure proceedings if, after giving effect to any such proposed transaction, the Borrowing Base would be less than the aggregate unpaid outstanding principal amount balance of the outstanding Loans and Swing-Line LoansWarehousing Note. At such time as such delivery of the Collateral is no longer required in connection with said collection and/or foreclosure efforts, to the extent such Collateral has not been released pursuant to this Agreement, the same shall be reassigned and redelivered to the AgentBank.

DEFAULTED LOANS; COLLECTION AND FORECLOSURE PROCEEDINGS. If the Borrower Pledgor wishes to institute collection or foreclosure proceedings with respect to a Pledged Mortgage Loan, it shall substitute other Collateral or pay down the amount outstanding under such Pledged Mortgage Loan so that it is entitled pursuant to the terms of the Credit Agreement and/or this Agreement to a release of such Pledged Mortgage LoanLoan pursuant to Section 10.04 hereof. If the Borrower Pledgor does not own sufficient other Collateral to obtain a release of such Pledged Mortgage Loan, then so long as an Event of Default or a an Unmatured Event of Default has not occurred and is continuing, the AgentBank, upon written request of the BorrowerPledgor, will deliver, upon such terms and conditions as the Agent Bank in its sole discretion may establish, to an attorney at law, as the agent of the Agent and the LendersBank, to the extent necessary for the purpose of enabling said attorney to institute, in the name of the Borrower Pledgor or the AgentBank, or in their names or in the names of their nominees, as the Agent Bank may determine, collection and/or foreclosure proceedings on any Pledged Mortgage Loan in default the following: (a) the promissory note or other instrument evidencing any such Pledged Mortgage Loan in default and (b) the mortgage or deed of trust, if any, that secures such promissory note, or other Collateral needed by said attorney in connection with such collection and/or foreclosure proceedings in such manner and in such form as the Agent Bank deems -11- necessary or desirable to preserve its the Bank's security interests in such Collateral, provided such Collateral and all proceeds of any such collection and/or foreclosure efforts shall remain subject to this Pledge and Security Agreement and the security interests granted herein and all such proceeds shall be delivered to the Agent Bank as and when and in the form received to the extent required by the terms of the Credit Agreement. The Borrower Pledgor hereby covenants and agrees that, without first obtaining the prior written consent of the AgentBank, it will not request or accept any discount on, or any conveyance, endorsement, transfer or assignment of any right, title or interest in and to any of the real, personal or mixed properties sold, pledged, mortgaged, hypothecated, assigned, transferred, set over or conveyed to the Agent Bank as security for, any of the promissory notes or other instruments or agreements which evidence Pledged Mortgage Loans in lieu of foreclosure proceedings if, after giving effect to any such proposed transaction, the Borrowing Base would be less than the aggregate unpaid principal amount of the outstanding Loans and Swing-Line LoansSupplemental Warehousing Advances. At such time as such delivery of the Collateral is no longer required in connection with said collection and/or foreclosure efforts, to the extent such Collateral has not been released pursuant to this Agreement, the same shall be reassigned and redelivered to the AgentBank.