Common use of Security Interest in All Pledged Notes Receivable Clause in Contracts

Security Interest in All Pledged Notes Receivable. Notwithstanding that Lenders may be obligated, subject to the conditions of the Loan Documents, to make Advances only in respect of Eligible Notes Receivable pledged to Agent, Lenders shall have a continuing security interest in all of the Pledged Notes Receivable, including all Notes Receivable in the Ineligible Note Portfolio and any Notes Receivable pledged to Heller or Sovereign and Agent may, on behalf of Lenders, collect all xxxxxxts made under or in respect of all such Notes Receivable, including, without limitation, Eligible Notes Receivable that are or may become ineligible, until any of the same may be released by Agent, if at all, pursuant to Section 12.10 or Section 7.2(a) below. Notwithstanding anything heretofore to the contrary, unless and until an Event of Default shall occur, Borrower, as agent for and on behalf of Lenders, shall retain possession of and collect all payments under or in respect of all Notes Receivable in the Ineligible Note Portfolio. By executing this Agreement, Borrower acknowledges and agrees that it is holding such Notes Receivable as bailee and agent for the Agent. Borrower shall hold and designate such Notes Receivable in a manner which clearly indicates that they are being held by Borrower as bailee on behalf of Agent. Upon the occurrence of an Event of Default, Borrower shall promptly deliver to Agent, as agent for each Lender, Sovereign and Heller, all original Notes Receivable comprising the Ineligible Note Xxxxxxlio and to the extent not previously delivered to Agent, the documents listed in Section 5.1(b) hereof and with respect thereto and after such Event of Default Agent shall have the right to collect all proceeds therefrom and apply the same to payment of the Obligations as set forth in Section 2.4(b) hereof. To perfect the security interest of Agent, as agent for each Lender, in the Ineligible Note Portfolio, Borrower agrees, subject to Agent's prior approval, to execute and cause to be filed, at Borrower's sole cost and expense, UCC-1 financing statement(s) with the appropriate state and local governmental authorities as requested by Agent. Borrower also shall execute and deliver in escrow to Agent, as agent and on behalf of each Lender, Sovereign and Heller, an assignment of Mortgages in the form attached hereto as Exhxxxx X (the "Assignment of Mortgages") and as approved by Agent, Sovereign and Heller at their sole and absolute discretion, assigning equally to eaxx xx Agent, as agent for each Lender, Heller and Sovereign, all of Borrower's rights, title and interests ix xxxx and all of the Mortgages relating to the Notes Receivable in the Ineligible Note Portfolio. Borrower further agrees to promptly execute and deliver modifications or additional Assignments of Mortgages requested by Agent, Heller and Sovereign in order to continue the security interests of Axxxx, Heller and Sovereign in the Ineligible Note Portfolio. Borrower acknoxxxxxxs and agrees that upon an Event of Default, Agent, or a designee as designated by Agent, Heller and Sovereign pursuant to the terms of the Intercreditor Agreexxxx, shall have the right to automatically record, at Borrower's sole cost and expense, all such Assignments of Mortgages executed by Borrower and delivered to Agent in accordance with the terms of this Section 3.2.

Security Interest in All Pledged Notes Receivable. Notwithstanding that Lenders may be obligated, subject to the conditions of the Loan Documents, to make Advances only in respect of Eligible Notes Receivable pledged to Agent, Lenders shall have a continuing security interest in all of the Pledged Notes Receivable, including all Notes Receivable in the Ineligible Note Portfolio and any Notes Receivable pledged to Heller or Sovereign and Agent may, on behalf of Lenders, collect all xxxxxxts made under or in respect of all such Notes Receivable, including, without limitation, Eligible Notes Receivable that are or may become ineligible, until any of the same may be released by Agent, if at all, pursuant to Section 12.10 or Section 7.2(a) below. Notwithstanding anything heretofore to the contrary, unless and until an Event of Default shall occur, Borrower, as agent for and on behalf of Lenders, shall retain possession of and collect all payments under or in respect of all Notes Receivable in the Ineligible Note Portfolio. By executing this Agreement, Borrower acknowledges and agrees that it is holding such Notes Receivable as bailee and agent for the Agent. Borrower shall hold and designate such Notes Receivable in a manner which clearly indicates that they are being held by Borrower as bailee on behalf of Agent. Upon the occurrence of an Event of Default, Borrower shall promptly deliver to Agent, as agent for each Lender, Sovereign and Heller, all original Notes Receivable comprising the Ineligible Note Xxxxxxlio and to the extent not previously delivered to Agent, the documents listed in Section 5.1(b) hereof and with respect thereto and after such Event of Default Agent shall have the right to collect all proceeds therefrom and apply the same to payment of the Obligations as set forth in Section 2.4(b) hereof. To perfect the security interest of Agent, as agent for each Lender, in the Ineligible Note Portfolio, Borrower agrees, subject to Agent's prior approval, to execute and cause to be filed, at Borrower's sole cost and expense, UCC-1 financing statement(s) with the appropriate state and local governmental authorities as requested by Agent. Borrower also shall execute and deliver in escrow to Agent, as agent and on behalf of each Lender, Sovereign and Heller, an assignment of Mortgages in the form attached hereto as Exhxxxx X (the "Assignment of MortgagesASSIGNMENT OF MORTGAGES") and as approved by Agent, Sovereign and Heller at their sole and absolute discretion, assigning equally to eaxx xx Agent, as agent for each Lender, Heller and Sovereign, all of Borrower's rights, title and interests ix xxxx and all of the Mortgages relating to the Notes Receivable in the Ineligible Note Portfolio. Borrower further agrees to promptly execute and deliver modifications or additional Assignments of Mortgages requested by Agent, Heller and Sovereign in order to continue the security interests of Axxxx, Heller and Sovereign in the Ineligible Note Portfolio. Borrower acknoxxxxxxs and agrees that upon an Event of Default, Agent, or a designee as designated by Agent, Heller and Sovereign pursuant to the terms of the Intercreditor Agreexxxx, shall have the right to automatically record, at Borrower's sole cost and expense, all such Assignments of Mortgages executed by Borrower and delivered to Agent in accordance with the terms of this Section 3.2.

Security Interest in All Pledged Notes Receivable. Notwithstanding that Lenders may be obligated, subject to the conditions of the Loan Documents, to make Advances only in respect of Eligible Notes Receivable pledged to Agent, Lenders Lender shall have a continuing security interest in all of the Pledged Notes Receivable, including all Notes Receivable in the Ineligible Note Portfolio and any Notes Receivable pledged to Heller or Sovereign and Agent may, on behalf of Lenders, Lender may collect all xxxxxxts payments made under or in respect of all such Notes Receivable, including, without limitation, Eligible Notes Receivable that are or may become ineligible, until any of the same may be released by AgentLender, if at all, pursuant to Section 12.10 of the Consolidated, Amended and Restated Loan, Security And Agency Agreement dated as of August 5, 2005, as may be amended from time to time by and between Borrower and Lender (the “Consolidated Loan Agreement”) or Section 7.2(a) below. Notwithstanding anything heretofore to the contrary, unless and until an Event of Default shall occur, Borrower, as agent for and on behalf of LendersLender, shall retain possession of and collect all payments under or in respect of all Notes Receivable in the Ineligible Note PortfolioReceivable. By executing this Agreement, Borrower acknowledges and agrees that it is holding such Notes Receivable as bailee and agent for the AgentLender. Borrower shall hold and designate such Notes Receivable in a manner which that clearly indicates that they are being held by Borrower as bailee on behalf of AgentLender. Upon the occurrence of an Event of Default, Borrower shall promptly deliver to Agent, as agent for each Lender, Sovereign and Heller, all original Notes Receivable comprising the Ineligible Note Xxxxxxlio and to the extent not previously delivered to AgentLender, the documents listed in Section 5.1(b) hereof of the Consolidated Loan Agreement and with respect thereto and after such Event of Default Agent Lender shall have the right to collect all proceeds therefrom and apply the same to payment of the Obligations as set forth in Section 2.4(b2.3(a) hereof. To perfect the security interest of Agent, as agent for each Lender, in the Ineligible Note Portfolio, Borrower agrees, subject to Agent's prior approval, to execute and cause to be filed, at Borrower's sole cost and expense, UCC-1 financing statement(s) with the appropriate state and local governmental authorities as requested by Agent. Borrower also shall execute and deliver in escrow to Agent, as agent and on behalf of each Lender, Sovereign and Heller, an assignment of Mortgages in the form attached hereto as Exhxxxx X (the "Assignment of Mortgages") and as approved by Agent, Sovereign and Heller at their sole and absolute discretion, assigning equally to eaxx xx Agent, as agent for each Lender, Heller and Sovereign, all of Borrower's rights, title and interests ix xxxx and all of the Mortgages relating to the Notes Receivable in the Ineligible Note Portfolio. Borrower further agrees to promptly execute and deliver modifications or additional Assignments of Mortgages requested by Agent, Heller and Sovereign in order to continue the security interests of Axxxx, Heller and Sovereign in the Ineligible Note Portfolio. Borrower acknoxxxxxxs and agrees that upon an Event of Default, Agent, or a designee as designated by Agent, Heller and Sovereign pursuant to the terms of the Intercreditor Agreexxxx, shall have the right to automatically record, at Borrower's sole cost and expense, all such Assignments of Mortgages executed by Borrower and delivered to Agent in accordance with the terms of this Section 3.2.”

Security Interest in All Pledged Notes Receivable. Notwithstanding that Lenders Lender may be obligated, subject to the conditions of the Loan Documents, to make Advances only in respect of Eligible Notes Receivable pledged to AgentLender, Lenders Lender shall have a continuing security interest in all of the Pledged Notes Receivable, including all Notes Receivable in the Ineligible Note Portfolio and any Notes Receivable pledged to Heller or Sovereign and Agent may, on behalf of Lenders, Lender may collect all xxxxxxts payments made under or in respect xx xxspect of all such Notes Receivable, including, without limitation, Eligible Notes Receivable that are or may become ineligible, until any of the same may be released by AgentLender, if at all, pursuant to Section 12.10 or Section 7.2(a) below. Notwithstanding anything heretofore to the contrary, unless and until an Event of Default shall occur, Borrower, as agent for and on behalf of LendersLender, shall retain possession of and collect all payments under or in respect of all Notes Receivable in the Ineligible Note Portfolio. By executing this Agreement, Borrower acknowledges and agrees that it is holding such Notes Receivable as bailee and agent for the AgentLender. Borrower shall hold and designate such Notes Receivable in a manner which clearly indicates that they are being held by Borrower as bailee on behalf of AgentLender. Upon the occurrence of an Event of Default, Borrower shall promptly deliver to AgentLender, for itself and as agent for each Lender, Sovereign and Heller, all original Notes Receivable comprising the Ineligible Note Xxxxxxlio and to the extent not previously delivered to AgentLender, the documents listed in Section 5.1(b) hereof and with respect thereto and after such Event of Default Agent Lender shall have the right to collect all proceeds therefrom and apply the same to payment of the Obligations as set forth in Section 2.4(b) hereof. To perfect the security interest of Agent, as agent for each Lender, Lender in the Ineligible Note Portfolio, Borrower agrees, subject to AgentLender's prior approval, to execute and cause to be filed, at Borrower's sole cost and expense, UCC-1 financing statement(s) with the appropriate state and local governmental authorities as requested by AgentLender. Borrower also shall execute and deliver in escrow to AgentLender, for itself and as agent and on behalf of each Lender, Sovereign and Heller, an assignment of Mortgages in the form attached hereto as Exhxxxx X (the "Assignment of MortgagesASSIGNMENT OF MORTGAGES") and as approved by AgentLender, Sovereign and Heller at their sole and absolute discretion, assigning equally to eaxx xx Agent, as agent for each LenderLexxxx, Heller and Sovereign, all of Borrower's rights, title and interests ix xxxx and all of the Mortgages relating to the Notes Receivable in the Ineligible Note Portfolio. Borrower further agrees to promptly execute and deliver modifications or additional Assignments of Mortgages requested by AgentLender, Heller and Sovereign in order to continue the security interests of AxxxxLxxxxx, Heller and Sovereign in the Ineligible Note Portfolio. Borrower acknoxxxxxxs and agrees that upon an Event of Default, AgentLender, or a designee as designated by AgentLender, Heller and Sovereign pursuant to the terms of the Intercreditor Agreexxxx, shall have the right to automatically record, at Borrower's sole cost and expense, all such Assignments of Mortgages executed by Borrower and delivered to Agent Lender in accordance with the terms of this Section 3.2."