Common use of Collection of Indebtedness and Suits for Enforcement by Collateral Agent Clause in Contracts

Collection of Indebtedness and Suits for Enforcement by Collateral Agent. (a) The Issuer covenants that if a Default shall occur in respect of the payment of any interest and principal on the Class A Loan (but only after any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the Issuer shall, upon demand of the Collateral Agent (acting at the direction of a Majority of the Controlling Class) or any affected Debtholder, pay to the Collateral Agent, for the benefit of the Holder of such Debt, the whole amount, if any, then due and payable on such Debt for principal and interest or other payment with interest on the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable interest rate and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Note Administrator, the Collateral Agent, the Loan Agent, the Trustee and such Debtholder and their respective agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Collateral Agent, as agent for the Secured Parties and at the direction of the Majority of the Controlling Class, and at the expense of the Issuer, shall institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default occurs and is continuing, the Collateral Agent, upon written direction of the Majority of the Controlling Class, shall proceed to protect and enforce its rights and the rights of the Debtholders by such Proceedings as directed by a Majority of the Controlling Class. Such Proceedings shall be used for the specific enforcement of any covenant or agreement in this Indenture and Credit Agreement or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by this Indenture and Credit Agreement or by law. Any direction to the Collateral Agent to undertake a sale of Mortgage Assets shall be forwarded to, the Servicer and if the Class A Loan is outstanding, the Class A Lenders (or any party duly designated by such Class A Lenders, as evidenced by a separate written agreement between the Class A Lender and such party) shall conduct any such sale in accordance with this Indenture and Credit Agreement. In the case where (x) there shall be pending Proceedings relative to the Issuer under the Bankruptcy Code or any other applicable bankruptcy, insolvency or other similar law, (y) a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property, or (z) there shall be any other comparable Proceedings relative to the Issuer or the creditors or property of the Issuer, regardless of whether the principal of any Debt shall then be due and payable as therein expressed or by declaration, or otherwise and regardless of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section 5.3, the Collateral Agent shall (at the direction of a Majority of the Controlling Class) be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Debt and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent and the Trustee (including any claim for reasonable compensation to the Collateral Agent or Trustee and each predecessor Collateral Agent or Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Collateral Agent or the Trustee and each predecessor Collateral Agent or Trustee, except as a result of negligence or bad faith) and of the Debtholders allowed in any Proceedings relative to the Issuer or to the creditors or property of the Issuer; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Debtholders upon the direction of Majority of the Controlling Class (or in the case of the Notes, the Trustee, who shall direct the Collateral Agent pursuant to direction it receives from the Controlling Class) in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or of a Person performing similar functions in comparable Proceedings; and (iii) to collect and receive (or cause the Note Administrator and/or the Loan Agent to collect and receive) any amounts or other property payable to or deliverable on any such claims, and to distribute (or cause the Note Administrator and/or the Loan Agent to distribute) all amounts received with respect to the claims of the Debtholders and of the Collateral Agent on their behalf; the Secured Parties, and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Debtholders to make payments to the Collateral Agent (or the Note Administrator and/or Loan Agent on its behalf), and, in the event that the Collateral Agent shall consent to the making of payments directly to the Debtholders, to pay to the Collateral Agent such amounts as shall be sufficient to cover reasonable compensation to the Collateral Agent and the Trustee, each predecessor Collateral Agent or Trustee, and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent or the Trustee and each predecessor Collateral Agent or Trustee. Nothing herein contained shall be deemed to authorize the Collateral Agent to authorize, consent to, vote for, accept or adopt, on behalf of any Debtholder, any plan of reorganization, arrangement, adjustment or composition affecting the Debt or the rights of any Holder thereof, or to authorize the Collateral Agent to vote in respect of the claim of any Debtholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture and Credit Agreement, or under any of the Debt, may be enforced by the Collateral Agent without the possession of any of the Debt or the production thereof in any trial or other Proceedings relative thereto, and any action or Proceedings instituted by the Collateral Agent shall be brought in its own name as agent for the Secured Parties, and any recovery of judgment, shall be applied as set forth in Section 5.7. Notwithstanding anything in this Section 5.3 to the contrary, neither the Collateral Agent nor a Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) may sell or liquidate the Collateral or institute Proceedings in furtherance thereof pursuant to this Section 5.3 unless the conditions specified in Section 5.5(a) are met. The Collateral Agent shall have no liability or responsibility for or in connection with any such sale conducted by Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) in the manner directed by the Majority of the Controlling Class.

Collection of Indebtedness and Suits for Enforcement by Collateral Agent. (a) The Issuer Debtor covenants that if a Default shall occur default is made in respect of the payment of any principal or interest on any Note when the same becomes due and principal on the Class A Loan (but only after any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full)payable, the Issuer shallDebtor will, upon demand of the Collateral Agent (acting at the direction of a Majority of the Controlling Class) or any affected DebtholderAgent, pay to the Collateral Agentit, for the benefit of the Holder Holders of such Debtthe Notes, the whole amount, if any, amount then due and payable on such Debt Notes for principal and interest or other payment interest, with interest on upon the overdue principal principal, and, to the extent that payments payment at such rate of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable interest rate and, Note Interest Rate and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Note Administrator, the Collateral Agent, the Loan Agent, the Trustee Agent and such Debtholder and their respective its agents and counsel. If . (b) Each Secured Party hereby irrevocably and unconditionally appoints the Issuer fails Deal Agent as its true and lawful attorney-in-fact, with full power of substitution, to pay such amounts forthwith upon such demandexecute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the Collateral Agent, as agent for the Secured Parties and at the direction name of the Majority of the Controlling Class, and at the expense of the Issuer, shall institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer and collect the amounts adjudged or decreed to be payable Deal Agent as well as in the manner provided by law out name, place and stead of such Secured Party such acts, things and deeds for or on behalf of and in the name of such Secured Party under this Agreement (including specifically under this SECTION 5.4) and under the Transaction Documents which such Secured Party could or might do or which may be necessary, desirable or convenient in such Deal Agent's sole discretion to effect the purposes contemplated hereunder and under the Transaction Documents and, without limitation. following the occurrence of an Event of Default, exercise full rights power and authority to take, or defer from taking, any and all acts with respect to the administration, maintenance or disposition of the Collateral. . (c) If an a Termination Event of Default occurs and is continuing, the Collateral AgentAgent may in its discretion but with the consent of the Deal Agent and shall, upon written at the direction of the Majority of the Controlling ClassDeal Agent, shall proceed to protect and enforce its rights and the rights of the Debtholders Noteholders by such appropriate Proceedings as directed by a Majority of the Controlling Class. Such Proceedings Collateral Agent or the Deal Agent shall be used deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture and Credit Agreement or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by this Indenture and Credit Agreement or by law. Any direction to the Collateral Agent to undertake a sale of Mortgage Assets shall be forwarded to, the Servicer and if the Class A Loan is outstanding, the Class A Lenders . (or any party duly designated by such Class A Lenders, as evidenced by a separate written agreement between the Class A Lender and such partyd) shall conduct any such sale in accordance with this Indenture and Credit Agreement. In the case where (x) there shall be pending Proceedings pending, relative to the Issuer Debtor or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under Title 11 of the Bankruptcy United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, (y) or in case a receiver, assignee or trustee Collateral Agent in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or shall have taken possession of the Issuer Debtor or its propertyproperty or such other obligor or Person, or (z) there shall be in case of any other comparable Proceedings judicial proceedings relative to the Issuer Debtor or other obligor upon the Notes, or to the creditors or property of the IssuerDebtor or such other obligor, regardless the Collateral Agent, irrespective of whether the principal of any Debt Notes shall then be due and payable as therein expressed or by declaration, declaration or otherwise and regardless irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section 5.3SECTION 5.4, the Collateral Agent shall (at the direction of a Majority of the Controlling Class) be entitled and empowered, by intervention in such Proceedings proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Debt Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent and the Trustee (including any claim for reasonable compensation to the Collateral Agent or Trustee and each predecessor Collateral Agent or TrusteeAgent, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Collateral Agent or the Trustee and each predecessor Collateral Agent or TrusteeAgent, except as a result of negligence negligence, bad faith or bad faithwillful misconduct) and of the Debtholders Noteholders allowed in any Proceedings relative to the Issuer or to the creditors or property of the Issuersuch proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Debtholders upon the direction Holders of Majority of the Controlling Class (or in the case of the Notes, the Trustee, who shall direct the Collateral Agent pursuant to direction it receives from the Controlling Class) Notes in any election of a trustee an Collateral Agent, standby Collateral Agent or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or of a Person person performing similar functions in comparable Proceedings; andany such proceedings; (iii) to collect and receive (or cause the Note Administrator and/or the Loan Agent to collect and receive) any amounts moneys or other property payable to or deliverable on any such claims, claims and to distribute (or cause the Note Administrator and/or the Loan Agent to distribute) all amounts received with respect to the claims of the Debtholders Noteholders and of the Collateral Agent on their behalf, and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Holders of Notes allowed in any judicial proceedings relative to the Debtor, its creditors and its property; the Secured Parties, and any trusteeCollateral Agent, receiver or receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of the Debtholders such Noteholders to make payments to the Collateral Agent (or the Note Administrator and/or Loan Agent on its behalf)Agent, and, in the event that the Collateral Agent shall consent to the making of payments directly to the Debtholderssuch Noteholders, to pay to the Collateral Agent such amounts as shall be sufficient to cover reasonable compensation to the Collateral Agent and the TrusteeAgent, each predecessor Collateral Agent or Trustee, and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent or the Trustee and each predecessor Collateral Agent except as a result of negligence, willful misconduct or Trustee. bad faith. (e) Nothing herein contained shall be deemed to authorize the Collateral Agent to authorize, authorize or consent to, to or vote for, for or accept or adopt, adopt on behalf of any Debtholder, Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Debt Notes or the rights of any Holder thereof, thereof or to authorize the Collateral Agent to vote in respect of the claim of any Debtholder Noteholder in any such Proceeding proceeding except, as aforesaid, to vote for the election of a trustee an Collateral Agent in bankruptcy or similar Person. person. (f) All rights of action and of asserting claims under this Indenture and Credit Agreement, Agreement or under any of the DebtNotes, may be enforced by the Collateral Agent without the possession of any of the Debt Notes or the production thereof in any trial or other Proceedings proceedings relative thereto, and any such action or Proceedings proceedings instituted by the Collateral Agent shall be brought in its own name as agent for the Secured PartiesCollateral Agent of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Collateral Agent, each predecessor Collateral Agent and their respective agents and attorneys, shall be applied as set forth in Section 5.7. Notwithstanding anything in this Section 5.3 to for the contrary, neither ratable benefit of the Holders of the Notes. (g) In any proceedings brought by the Collateral Agent nor a Class A Lender (or and also any party duly designated by such Class A Lenderproceedings involving the interpretation of any provision of this Agreement), as evidenced by a separate written agreement between the Class A Lender and such party) may sell or liquidate the Collateral or institute Proceedings in furtherance thereof pursuant to this Section 5.3 unless the conditions specified in Section 5.5(a) are met. The Collateral Agent shall have no liability or responsibility for or in connection with be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such sale conducted by Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) in the manner directed by the Majority of the Controlling Classproceedings.

Collection of Indebtedness and Suits for Enforcement by Collateral Agent. (a) The Issuer covenants Co-Issuers covenant that if a Default default shall occur in respect of the payment of any principal of or interest when due and principal payable on the Class A Loan (but only after any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full)Debt, the Issuer shallCo-Issuers will, upon demand of the Collateral Agent (acting at the direction of a Majority of the Controlling Class) or any affected DebtholderAgent, pay to the Collateral Agent, for the benefit of the Holder of such Debt, the whole amount, if any, then due and payable on such Debt for principal and interest or other payment with interest on upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable interest rate Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Note AdministratorCollateral Agent and its agents, the Collateral Agent, the Loan Agent, the Trustee and such Debtholder and their respective agents experts and counsel. If the Issuer or the Co-Issuer fails to pay such amounts forthwith upon such demand, the Collateral Agent, in its own name and as agent Collateral Agent for the benefit of the Secured Parties Parties, may, and at shall, subject to the terms of this Indenture (including Section 6.18(c)(iv) and Section 6.20(e)) upon direction of the a Majority of the Controlling Class, and at the expense of the Issuer, shall institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Co-Issuers or any other obligor upon the Debt and collect the amounts Moniesmonies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default occurs and is continuing, the Collateral AgentAgent may in its discretion, and shall, subject to the terms of this Indenture (including Section 6.18(c)(iv) and Section 6.20(e)) upon written direction of the Majority of the Controlling Class, shall proceed to protect and enforce its rights and the rights of the Debtholders Secured Parties by such appropriate Proceedings as the Collateral Agent shall deem most effectual (if no such direction is received by the Collateral Agent) or as the Collateral Agent may be directed by a the Majority of the Controlling Class. Such Proceedings shall be used , to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture and Credit Agreement herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by this Indenture and Credit Agreement or by law. Any direction to the Collateral Agent to undertake a sale of Mortgage Assets shall be forwarded to, the Servicer and if the Class A Loan is outstanding, the Class A Lenders (or any party duly designated by such Class A Lenders, as evidenced by a separate written agreement between the Class A Lender and such party) shall conduct any such sale in accordance with this Indenture and Credit Agreement. In the case where (x) there shall be pending Proceedings relative to the Issuer or any other obligor upon the Debt under the Bankruptcy Code Law or any other applicable bankruptcy, insolvency or other similar law, (y) or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer Issuer, the Co-Issuer, their respective property or its such other obligor or their property, or (z) there shall be in case of any other comparable Proceedings relative to the Issuer, the Co-Issuer or other obligor upon the Debt, or the creditors or property of the Issuer, the Co-Issuer or such other obligor, the Collateral Agent, regardless of whether the principal of any the Debt shall then be due and payable as therein expressed or by declaration, declaration or otherwise and regardless of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section 5.3, the Collateral Agent shall (at the direction of a Majority of the Controlling Class) be entitled and empowered, by intervention in such Proceedings or otherwise: (ia) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Debt upon direction by a Majority of the Controlling Class and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent and the Trustee (including any claim for reasonable compensation to the Collateral Agent or Trustee and each predecessor Collateral Agent or TrusteeAgent, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent or the Trustee and each predecessor Collateral Agent or TrusteeAgent, except as a result of negligence or bad faith) and of the Debtholders Holders allowed in any Proceedings relative to the Issuer, the Co-Issuer or to the creditors or property of the Issuer or the Co-Issuer; (iib) unless prohibited by applicable law and regulations, to vote on behalf of the Debtholders Holders upon the direction of a Majority of the Controlling Class (or in the case of the NotesClass, the Trustee, who shall direct the Collateral Agent pursuant to direction it receives from the Controlling Class) in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings Proceedings or of a Person performing similar functions in comparable Proceedings; and (iiic) to collect and receive (or cause the Note Administrator and/or the Loan Agent to collect and receive) any amounts Moniesmonies or other property payable to or deliverable on any such claims, and to distribute (or cause the Note Administrator and/or the Loan Agent to distribute) all amounts received with respect to the claims of the Debtholders Noteholders, the Class A-1 Lenders and of the Collateral Agent on their behalf; the Secured Parties, and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Debtholders Noteholders and the Class A-1 Lenders to make payments to the Collateral Agent (or the Note Administrator and/or Loan Agent on its behalf)Agent, and, in the event that if the Collateral Agent shall consent to the making of payments directly to the DebtholdersNoteholders (or, in the case of Class A-1 Loans, to the Loan Agent) to pay to the Collateral Agent such amounts as shall be sufficient to cover reasonable compensation to the Collateral Agent and the TrusteeAgent, each predecessor Collateral Agent or Trustee, and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent or the Trustee and each predecessor Collateral Agent except as a result of negligence or Trusteebad faith. Nothing herein contained shall be deemed to authorize the Collateral Agent to authorize, authorize or consent to, to or vote for, for or accept or adopt, adopt on behalf of any DebtholderHolders of Debt, any plan of reorganization, arrangement, adjustment or composition affecting the Debt or the rights of any Holder thereof, or to authorize the Collateral Agent to vote in respect of the claim of any Debtholder Holders, as applicable, in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture and Credit Agreement, or under In any of the Debt, may be enforced Proceedings brought by the Collateral Agent without on behalf of the possession of any Holders of the Debt or the production thereof in any trial or other Proceedings relative thereto, (and any action or such Proceedings instituted by involving the interpretation of any provision of this Indenture to which the Collateral Agent shall be brought in its own name as agent for a party), the Secured Parties, and any recovery of judgment, Collateral Agent shall be applied as set forth in Section 5.7held to represent all the Holders of the Debt. Notwithstanding anything in this Section 5.3 to the contrary, neither the Collateral Agent nor a Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) may not sell or liquidate the Collateral Assets or institute Proceedings in furtherance thereof pursuant to this Section 5.3 unless except according to the conditions provisions specified in Section 5.5(a) are met. The Collateral Agent shall have no liability or responsibility for or in connection with any such sale conducted by Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) in the manner directed by the Majority of the Controlling Class).

Collection of Indebtedness and Suits for Enforcement by Collateral Agent. (a) The Issuer covenants that if a Default default shall occur in respect of the payment of any principal of or interest when due and principal payable on the Class A Loan (but only after any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full)Secured Debt, the Issuer shallwill, upon demand of the Collateral Agent (acting at the direction of a Majority of the Controlling Class) or any affected DebtholderAgent, pay to the Collateral Agent, for the benefit of the Holder of such Secured Debt, the whole amount, if any, then due and payable on such Secured Debt for principal and interest or other payment with interest on upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable interest rate Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Note Administrator, the Collateral Agent, the Loan Agent, the Trustee Agent and such Debtholder and their respective its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Collateral Agent, in its own name and as agent for trustee of an express trust, may, and shall, subject to the Secured Parties terms of this Indenture (including Section 6.3(e) and at the 6.20(e)) upon direction of the a Majority of the Controlling Class, and at the expense of the Issuer, shall institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Secured Debt and collect the amounts Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default occurs and is continuing, the Collateral AgentAgent may in its discretion, and shall, subject to the terms of this Indenture (including Section 6.3(e) and 6.20(e)) upon written direction of the Majority Supermajority of the Controlling Class, shall proceed to protect and enforce its rights and the rights of the Debtholders Secured Parties by such appropriate Proceedings as the Collateral Agent shall deem most effectual (if no such direction is received by the Collateral Agent) or as the Collateral Agent may be directed by a the Majority of the Controlling Class. Such Proceedings shall be used , to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture and Credit Agreement herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by this Indenture and Credit Agreement or by law. Any direction to the Collateral Agent to undertake a sale of Mortgage Assets shall be forwarded to, the Servicer and if the Class A Loan is outstanding, the Class A Lenders (or any party duly designated by such Class A Lenders, as evidenced by a separate written agreement between the Class A Lender and such party) shall conduct any such sale in accordance with this Indenture and Credit Agreement. In the case where (x) there shall be pending Proceedings relative to the Issuer or any other obligor upon the Secured Debt under the applicable Bankruptcy Code Law or any other applicable bankruptcy, insolvency or other similar law, (y) or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its respective property or such other obligor or its property, or (z) there shall be in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Secured Debt, or the creditors or property of the IssuerIssuer or such other obligor, the Collateral Agent, regardless of whether the principal of any Secured Debt shall then be due and payable as therein expressed or by declaration, declaration or otherwise and regardless of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section 5.3, the Collateral Agent shall (at the direction of a Majority of the Controlling Class) be entitled and empowered, by intervention in such Proceedings or otherwise: (ia) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Secured Debt upon direction by a Majority of the Controlling Class and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent and the Trustee (including any claim for reasonable compensation to the Collateral Agent or Trustee and each predecessor Collateral Agent or TrusteeAgent, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent or the Trustee and each predecessor Collateral Agent or TrusteeAgent, except as a result of negligence or bad faith) and of the Debtholders Holders of the Secured Debt allowed in any Proceedings relative to the Issuer or to the creditors or property of the Issuer; (iib) unless prohibited by applicable law and regulations, to vote on behalf of the Debtholders Holders of the Secured Debt upon the direction of a Majority of the Controlling Class (or in the case of the NotesClass, the Trustee, who shall direct the Collateral Agent pursuant to direction it receives from the Controlling Class) in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings Proceedings or of a Person performing similar functions in comparable Proceedings; and (iiic) to collect and receive (or cause the Note Administrator and/or the Loan Agent to collect and receive) any amounts Monies or other property payable to or deliverable on any such claims, and to distribute (or cause the Note Administrator and/or the Loan Agent to distribute) all amounts received with respect to the claims of the Debtholders Holders and of the Collateral Agent on their behalf; the Secured Parties, and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Debtholders Holders of the Secured Debt to make payments to the Collateral Agent (or the Note Administrator and/or Loan Agent on its behalf)Agent, and, in the event that if the Collateral Agent shall consent to the making of payments directly to the Debtholders, Holders of the Secured Debt to pay to the Collateral Agent such amounts as shall be sufficient to cover reasonable compensation to the Collateral Agent and the TrusteeAgent, each predecessor Collateral Agent or Trustee, and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent or the Trustee and each predecessor Collateral Agent except as a result of negligence or Trusteebad faith. Nothing herein contained shall be deemed to authorize the Collateral Agent to authorize, authorize or consent to, to or vote for, for or accept or adopt, adopt on behalf of any DebtholderHolder of Secured Debt, any plan of reorganization, arrangement, adjustment or composition affecting the Secured Debt or the rights of any Holder thereof, or to authorize the Collateral Agent to vote in respect of the claim of any Debtholder Holder of Secured Debt, as applicable, in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture and Credit Agreement, or under In any of the Debt, may be enforced Proceedings brought by the Collateral Agent without on behalf of the possession Holders of the Secured Debt (and any such Proceedings involving the interpretation of any provision of the Debt or the production thereof in any trial or other Proceedings relative thereto, and any action or Proceedings instituted by this Indenture to which the Collateral Agent shall be brought in its own name as agent for a party), the Collateral Agent shall be held to represent all the Holders of the Secured Parties, and any recovery of judgment, shall be applied as set forth in Section 5.7Debt. Notwithstanding anything in this Section 5.3 to the contrary, neither the Collateral Agent nor a Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) may not sell or liquidate the Collateral Assets or institute Proceedings in furtherance thereof pursuant to this Section 5.3 unless except according to the conditions provisions specified in Section 5.5(a) are met. The Collateral Agent shall have no liability or responsibility for or in connection with any such sale conducted by Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) in the manner directed by the Majority of the Controlling Class).

Collection of Indebtedness and Suits for Enforcement by Collateral Agent. (a) The Issuer covenants Co-Issuers covenant that if a Default default shall occur in respect of the payment of any principal of or interest when due and principal payable on the Class A Loan (but only after any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full)Debt, the Issuer shallCo- Issuers will, upon demand of the Collateral Agent (acting at the direction of a Majority of the Controlling Class) or any affected DebtholderAgent, pay to the Collateral Agent, for the benefit of the Holder of such Debt, the whole amount, if any, then due and payable on such Debt for principal and interest or other payment with interest on upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable interest rate Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Note AdministratorCollateral Agent and its agents, the Collateral Agent, the Loan Agent, the Trustee and such Debtholder and their respective agents experts and counsel. If the Issuer or the Co-Issuer fails to pay such amounts forthwith upon such demand, the Collateral Agent, in its own name and as agent Collateral Agent for the benefit of the Secured Parties Parties, may, and at shall, subject to the terms of this Indenture (including Section 6.18(c)(iv) and Section 6.20(e)) upon direction of the a Majority of the Controlling Class, and at the expense of the Issuer, shall institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Co-Issuers or any other obligor upon the Debt and collect the amounts Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default occurs and is continuing, the Collateral AgentAgent may in its discretion, and shall, subject to the terms of this Indenture (including Section 6.18(c)(iv) and Section 6.20(e)) upon written direction of the Majority of the Controlling Class, shall proceed to protect and enforce its rights and the rights of the Debtholders Secured Parties by such appropriate Proceedings as the Collateral Agent shall deem most effectual (if no such direction is received by the Collateral Agent) or as the Collateral Agent may be directed by a the Majority of the Controlling Class. Such Proceedings shall be used , to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture and Credit Agreement herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by this Indenture and Credit Agreement or by law. Any direction to the Collateral Agent to undertake a sale of Mortgage Assets shall be forwarded to, the Servicer and if the Class A Loan is outstanding, the Class A Lenders (or any party duly designated by such Class A Lenders, as evidenced by a separate written agreement between the Class A Lender and such party) shall conduct any such sale in accordance with this Indenture and Credit Agreement. In the case where (x) there shall be pending Proceedings relative to the Issuer or any other obligor upon the Debt under the Bankruptcy Code Law or any other applicable bankruptcy, insolvency or other similar law, (y) or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer Issuer, the Co-Issuer, their respective property or its such other obligor or their property, or (z) there shall be in case of any other comparable Proceedings relative to the Issuer, the Co-Issuer or other obligor upon the Debt, or the creditors or property of the Issuer, the Co-Issuer or such other obligor, the Collateral Agent, regardless of whether the principal of any the Debt shall then be due and payable as therein expressed or by declaration, declaration or otherwise and regardless of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section 5.3, the Collateral Agent shall (at the direction of a Majority of the Controlling Class) be entitled and empowered, by intervention in such Proceedings or otherwise: (ia) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Debt upon direction by a Majority of the Controlling Class and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent and the Trustee (including any claim for reasonable compensation to the Collateral Agent or Trustee and each predecessor Collateral Agent or TrusteeAgent, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent or the Trustee and each predecessor Collateral Agent or TrusteeAgent, except as a result of negligence or bad faith) and of the Debtholders Holders allowed in any Proceedings relative to the Issuer, the Co-Issuer or to the creditors or property of the Issuer or the Co-Issuer; (iib) unless prohibited by applicable law and regulations, to vote on behalf of the Debtholders Holders upon the direction of a Majority of the Controlling Class (or in the case of the NotesClass, the Trustee, who shall direct the Collateral Agent pursuant to direction it receives from the Controlling Class) in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings Proceedings or of a Person performing similar functions in comparable Proceedings; and (iiic) to collect and receive (or cause the Note Administrator and/or the Loan Agent to collect and receive) any amounts Monies or other property payable to or deliverable on any such claims, and to distribute (or cause the Note Administrator and/or the Loan Agent to distribute) all amounts received with respect to the claims of the Debtholders Noteholders, the Class A-1 Lenders and of the Collateral Agent on their behalf; the Secured Parties, and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Debtholders Noteholders and the Class A-1 Lenders to make payments to the Collateral Agent (or the Note Administrator and/or Loan Agent on its behalf)Agent, and, in the event that if the Collateral Agent shall consent to the making of payments directly to the DebtholdersNoteholders (or, in the case of Class A-1 Loans, to the Loan Agent) to pay to the Collateral Agent such amounts as shall be sufficient to cover reasonable compensation to the Collateral Agent and the TrusteeAgent, each predecessor Collateral Agent or Trustee, and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent or the Trustee and each predecessor Collateral Agent except as a result of negligence or Trusteebad faith. Nothing herein contained shall be deemed to authorize the Collateral Agent to authorize, authorize or consent to, to or vote for, for or accept or adopt, adopt on behalf of any DebtholderHolders of Debt, any plan of reorganization, arrangement, adjustment or composition affecting the Debt or the rights of any Holder thereof, or to authorize the Collateral Agent to vote in respect of the claim of any Debtholder Holders, as applicable, in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture and Credit Agreement, or under In any of the Debt, may be enforced Proceedings brought by the Collateral Agent without on behalf of the possession of any Holders of the Debt or the production thereof in any trial or other Proceedings relative thereto, (and any action or such Proceedings instituted by involving the interpretation of any provision of this Indenture to which the Collateral Agent shall be brought in its own name as agent for a party), the Secured Parties, and any recovery of judgment, Collateral Agent shall be applied as set forth in Section 5.7held to represent all the Holders of the Debt. Notwithstanding anything in this Section 5.3 to the contrary, neither the Collateral Agent nor a Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) may not sell or liquidate the Collateral Assets or institute Proceedings in furtherance thereof pursuant to this Section 5.3 unless except according to the conditions provisions specified in Section 5.5(a) are met. The Collateral Agent shall have no liability or responsibility for or in connection with any such sale conducted by Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) in the manner directed by the Majority of the Controlling Class).

Collection of Indebtedness and Suits for Enforcement by Collateral Agent. (a) The Issuer covenants Co-Issuers covenant that if a Default default shall occur in respect of the payment of any principal of or interest when due and principal payable on the Class A Loan (but only after any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full)Secured Debt, the Issuer shallCo-Issuers will, upon demand of the Collateral Agent (acting at the direction of a Majority of the Controlling Class) or any affected DebtholderAgent, pay to the Collateral Agent, for the benefit of the Holder of such Secured Debt, the whole amount, if any, then due and payable on such Secured Debt for principal and interest or other payment with interest on upon the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable interest rate Interest Rate, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Note AdministratorCollateral Agent and its agents, the Collateral Agent, the Loan Agent, the Trustee and such Debtholder and their respective agents experts and counsel. If the Issuer or the Co-Issuer fails to pay such amounts forthwith upon such demand, the Collateral Agent, in its own name and as agent for trustee of an express trust, may, and shall, subject to the Secured Parties and at the terms of this Indenture (including Section 6.3(e)) upon direction of the a Majority of the Controlling Class, and at the expense of the Issuer, shall institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer Co-Issuers or any other obligor upon the Secured Debt and collect the amounts Monies adjudged or decreed to be payable in the manner provided by law out of the CollateralAssets. If an Event of Default occurs and is continuing, the Collateral AgentAgent may in its discretion, and shall, subject to the terms of this Indenture (including Sections 6.1(c)(iv) and 6.3(e)) upon written direction of the Majority of the Controlling Class, shall proceed to protect and enforce its rights and the rights of the Debtholders Secured Parties by such appropriate Proceedings as the Trustee shall deem most effectual (if no such direction is received by the Collateral Agent) or as the Collateral Agent may be directed by a the Majority of the Controlling Class. Such Proceedings shall be used , to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture and Credit Agreement herein or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by this Indenture and Credit Agreement or by law. Any direction to the Collateral Agent to undertake a sale of Mortgage Assets shall be forwarded to, the Servicer and if the Class A Loan is outstanding, the Class A Lenders (or any party duly designated by such Class A Lenders, as evidenced by a separate written agreement between the Class A Lender and such party) shall conduct any such sale in accordance with this Indenture and Credit Agreement. In the case where (x) there shall be pending Proceedings relative to the Issuer or any other obligor upon the Secured Debt under the Bankruptcy Code or any other applicable bankruptcy, insolvency or other similar law, (y) or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer Issuer, the Co-Issuer, their respective property or its such other obligor or their property, or (z) there shall be in case of any other comparable Proceedings relative to the Issuer, the Co-Issuer or other obligor upon the Secured Debt, or the creditors or property of the Issuer, the Co-Issuer or such other obligor, the Collateral Agent, regardless of whether the principal of any the Secured Debt shall then be due and payable as therein expressed or by declaration, declaration or otherwise and regardless of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section 5.3, the Collateral Agent shall (at the direction of a Majority of the Controlling Class) be entitled and empowered, by intervention in such Proceedings or otherwise: (ia) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Secured Debt upon direction by a Majority of the Controlling Class and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent and the Trustee (including any claim for reasonable compensation to the Collateral Agent or Trustee and each predecessor Collateral Agent or TrusteeAgent, and their respective agents, attorneys and counsel, and for reimbursement of all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent or the Trustee and each predecessor Collateral Agent or TrusteeAgent, except as a result of negligence or bad faith) and of the Debtholders Holders allowed in any Proceedings relative to the Issuer, the Co-Issuer or to the creditors or property of the Issuer or the Co-Issuer; (iib) unless prohibited by applicable law and regulations, to vote on behalf of the Debtholders Holders upon the direction of a Majority of the Controlling Class (or in the case of the NotesClass, the Trustee, who shall direct the Collateral Agent pursuant to direction it receives from the Controlling Class) in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings Proceedings or of a Person performing similar functions in comparable Proceedings; and (iiic) to collect and receive (or cause the Note Administrator and/or the Loan Agent to collect and receive) any amounts Monies or other property payable to or deliverable on any such claims, and to distribute (or cause the Note Administrator and/or the Loan Agent to distribute) all amounts received with respect to the claims of the Debtholders Noteholders, the Class A-1 Lenders and of the Collateral Agent on their behalf; the Secured Parties, and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Debtholders Noteholders and the Class A-1 Lenders to make payments to the Collateral Agent (or the Note Administrator and/or Loan Agent on its behalf)Agent, and, in the event that if the Collateral Agent shall consent to the making of payments directly to the DebtholdersNoteholders (or, in the case of Class A-1 Loans, to the Loan Agent) to pay to the Collateral Agent such amounts as shall be sufficient to cover reasonable compensation to the Collateral Agent and the TrusteeAgent, each predecessor Collateral Agent or Trustee, and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent or the Trustee and each predecessor Collateral Agent except as a result of negligence or Trusteebad faith. Nothing herein contained shall be deemed to authorize the Collateral Agent to authorize, authorize or consent to, to or vote for, for or accept or adopt, adopt on behalf of any DebtholderHolders of Secured Debt, any plan of reorganization, arrangement, adjustment or composition affecting the Secured Debt or the rights of any Holder thereof, or to authorize the Collateral Agent to vote in respect of the claim of any Debtholder such Holders, as applicable, in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture and Credit Agreement, or under In any of the Debt, may be enforced Proceedings brought by the Collateral Agent without on behalf of the possession Holders of the Secured Debt (and any such Proceedings involving the interpretation of any provision of the Debt or the production thereof in any trial or other Proceedings relative thereto, and any action or Proceedings instituted by this Indenture to which the Collateral Agent shall be brought in its own name as agent for a party), the Collateral Agent shall be held to represent all the Holders of the Secured Parties, and any recovery of judgment, shall be applied as set forth in Section 5.7Debt. Notwithstanding anything in this Section 5.3 to the contrary, neither the Collateral Agent nor a Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) may not sell or liquidate the Collateral Assets or institute Proceedings in furtherance thereof pursuant to this Section 5.3 unless except according to the conditions provisions specified in Section 5.5(a) are met. The Collateral Agent shall have no liability or responsibility for or in connection with any such sale conducted by Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) in the manner directed by the Majority of the Controlling Class).

Collection of Indebtedness and Suits for Enforcement by Collateral Agent. (a) The Issuer Borrower covenants that if a Default shall occur (i) default is made in respect of the payment of any interest amount payable by the Borrower when the same becomes due and payable, and such default continues for a period of two (2) Business Days or (ii) default is made in the payment of the principal of any Facility Loan on the Class A Loan (but only after any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full)Final Maturity Date, the Issuer shall, upon demand of the Collateral Agent (acting at the direction of a Majority of the Controlling Class) or any affected Debtholder, Borrower will pay to the Collateral Agentit, for the benefit of the Holder of such DebtLenders, the whole amount, if any, amount then due and payable on such Debt Facility Loans for principal principal, interest and interest or other payment amounts, with interest on upon the overdue principal principal, and, to the extent that payments payment at such rate of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable interest rate and, Loan Rate and in addition thereto, thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Note Administrator, the Collateral Agent, the Loan Agent, the Trustee Agent and such Debtholder and their respective its agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Collateral Agent, as agent for the Secured Parties and at the direction of the Majority of the Controlling Class, and at the expense of the Issuer, shall institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the Collateral. . (b) If an Event of Default occurs and is continuing, the Collateral Agent, upon at the written direction of the Majority of the Controlling ClassRequired Lenders, shall proceed to protect and enforce its rights and the rights of the Debtholders Secured Parties by such appropriate Proceedings as directed by a Majority of the Controlling Class. Such Proceedings shall be used to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture and Credit Agreement or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by this Indenture and Credit Agreement or by law. Any direction to Law; provided, however, that the Collateral Agent to undertake a sale of Mortgage Assets shall be forwarded to, sell or otherwise liquidate the Servicer and if the Class A Loan is outstanding, the Class A Lenders (Collateral or any party duly designated by such Class A Lenders, as evidenced by a separate written agreement between the Class A Lender and such party) shall conduct any such sale portion thereof only in accordance with Section 7.5(d). (c) In any Proceedings brought by the Collateral Agent (and also any Proceedings involving the interpretation of any provision of this Indenture Agreement), the Collateral Agent shall be held to represent all the Secured Parties, and Credit Agreement. it shall not be necessary to make any such Person a party to any such Proceedings. (d) In the case where (x) there shall be pending Proceedings pending, relative to the Issuer Borrower or any other obligor upon the Facility Loans or any Person having or claiming an ownership interest in the Collateral, Proceedings under Title 11 of the Bankruptcy United States Code or any other applicable federal or state bankruptcy, insolvency or other similar lawLaw, (y) or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer Borrower or its propertyproperty or such other obligor or Person, or (z) there shall be in case of any other comparable judicial Proceedings relative to the Issuer Borrower or other obligor upon the Facility Loans, or to the creditors or property of the IssuerBorrower or such other obligor, regardless the Collateral Agent, irrespective of whether the principal or other amount of any Debt Facility Loans shall then be due and payable as therein expressed or by declaration, declaration or otherwise and regardless irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section 5.3Section, the Collateral Agent shall (at the direction of a Majority of the Controlling Class) be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal principal, interest and interest other amounts owing and unpaid in respect of the Debt Facility Loans and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent and the Trustee (including any claim for reasonable compensation to the Collateral Agent or Trustee and each predecessor Collateral Agent or TrusteeAgent, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Collateral Agent or the Trustee and each predecessor Collateral Agent or TrusteeAgent, except as a result of negligence negligence, bad faith or bad faithwillful misconduct) and of the Debtholders Secured Parties allowed in any Proceedings relative to the Issuer or to the creditors or property of the Issuersuch Proceedings; (ii) unless prohibited by applicable law and regulationsLaw, to vote on behalf of the Debtholders upon the direction of Majority of the Controlling Class (or in the case of the Notes, the Trustee, who shall direct the Collateral Agent pursuant to direction it receives from the Controlling Class) Secured Parties in any election of a trustee or trustee, a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or of a Person performing similar functions in comparable any such Proceedings; and; (iii) to collect and receive (or cause the Note Administrator and/or the Loan Agent to collect and receive) any amounts moneys or other property payable to or deliverable on any such claims, claims and to distribute (or cause the Note Administrator and/or the Loan Agent to distribute) all amounts received with respect to the claims of the Debtholders Secured Parties and of the Collateral Agent on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured PartiesParties allowed in any judicial Proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver or receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Debtholders such Secured Parties to make payments to the Collateral Agent (or the Note Administrator and/or Loan Agent on its behalf)Agent, and, in the event that the Collateral Agent shall consent to the making of payments directly to the Debtholderssuch Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover reasonable compensation to the Collateral Agent and the TrusteeAgent, each predecessor Collateral Agent or Trustee, and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent or the Trustee and each predecessor Collateral Agent except as a result of negligence, bad faith or Trustee. willful misconduct. (e) Nothing herein contained shall be deemed to authorize the Collateral Agent to authorize, authorize or consent to, to or vote for, for or accept or adopt, adopt on behalf of any Debtholder, Secured Party any plan of reorganization, arrangement, adjustment or composition affecting the Debt Facility Loans or the rights of any Holder thereof, Secured Party or to authorize the Collateral Agent to vote in respect of the claim of any Debtholder Secured Party in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture and Credit Agreement, or under any of the Debt, may be enforced by the Collateral Agent without the possession of any of the Debt or the production thereof in any trial or other Proceedings relative thereto, and any action or Proceedings instituted by the Collateral Agent shall be brought in its own name as agent for the Secured Parties, and any recovery of judgment, shall be applied as set forth in Section 5.7. Notwithstanding anything in this Section 5.3 to the contrary, neither the Collateral Agent nor a Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) may sell or liquidate the Collateral or institute Proceedings in furtherance thereof pursuant to this Section 5.3 unless the conditions specified in Section 5.5(a) are met. The Collateral Agent shall have no liability or responsibility for or in connection with any such sale conducted by Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) in the manner directed by the Majority of the Controlling Class.

Collection of Indebtedness and Suits for Enforcement by Collateral Agent. (a) The Issuer covenants that if a Default shall occur in respect of the payment of any interest and principal on the any Class A Loan of Debt (but only after any amounts payable pursuant to Section 11.1(a) having a higher priority have been paid in full), the Issuer shall, upon demand of the Collateral Agent (acting at the direction of a Majority of the Controlling Class) or any affected Debtholder, pay to the Collateral Agent, for the benefit of the Holder of such Debt, the whole amount, if any, then due and payable on such Debt for principal and interest or other payment with interest on the overdue principal and, to the extent that payments of such interest shall be legally enforceable, upon overdue installments of interest, at the applicable interest rate and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Note Administrator, the Collateral Agent, the Loan Agent, the Trustee and such Debtholder and their respective agents and counsel. If the Issuer fails to pay such amounts forthwith upon such demand, the Collateral Agent, as agent for the Secured Parties and at the direction of the Majority of the Controlling Class, and at the expense of the Issuer, shall institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the Collateral. If an Event of Default occurs and is continuing, the Collateral Agent, upon written direction of the Majority of the Controlling Class, shall proceed to protect and enforce its rights and the rights of the Debtholders by such Proceedings as directed by a Majority of the Controlling Class. Such Proceedings shall be used for the specific enforcement of any covenant or agreement in this Indenture and Credit Agreement or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by this Indenture and Credit Agreement or by law. Any direction to the Collateral Agent to undertake a sale of Mortgage Assets shall be forwarded to, the Servicer and if the Class A Loan is outstanding, the Class A Lenders (or any party duly designated by such Class A LendersLender, as evidenced by a separate written agreement between and the Class A Lender and such party) Collateral Agent shall conduct any such sale in accordance with this Indenture and Credit AgreementAgreement and, if the Class A Loan is outstanding, the direction of the Class A Lender or, if the Class A Loan is no longer outstanding, the direction of 100% of the Controlling Class. In the case where (x) there shall be pending Proceedings relative to the Issuer under the Bankruptcy Code or any other applicable bankruptcy, insolvency or other similar law, (y) a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property, or (z) there shall be any other comparable Proceedings relative to the Issuer or the creditors or property of the Issuer, regardless of whether the principal of any Debt shall then be due and payable as therein expressed or by declaration, or otherwise and regardless of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section 5.3, the Collateral Agent shall (at the direction of a Majority of the Controlling Class) be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Debt and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent and the Trustee (including any claim for reasonable compensation to the Collateral Agent or Trustee and each predecessor Collateral Agent or Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Collateral Agent or the Trustee and each predecessor Collateral Agent or Trustee, except as a result of negligence negligence, or gross negligence, as applicable or bad faith) and of the Debtholders allowed in any Proceedings relative to the Issuer or to the creditors or property of the Issuer; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Debtholders upon the direction of Majority of the Controlling Class (or in the case of the Notes, the Trustee, who shall direct the Collateral Agent pursuant to direction it receives from the Controlling ClassHolders of Notes) in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or of a Person performing similar functions in comparable Proceedings; and (iii) to collect and receive (or cause the Note Administrator and/or the Loan Agent to collect and receive) any amounts or other property payable to or deliverable on any such claims, and to distribute (or cause the Note Administrator and/or the Loan Agent to distribute) all amounts received with respect to the claims of the Debtholders and of the Collateral Agent on their behalf; the Secured Parties, and any trustee, receiver or liquidator, custodian or other similar official is hereby authorized by each of the Debtholders to make payments to the Collateral Agent (or the Note Administrator and/or Loan Agent on its behalf), and, in the event that the Collateral Agent shall consent to the making of payments directly to the Debtholders, to pay to the Collateral Agent such amounts as shall be sufficient to cover reasonable compensation to the Collateral Agent and the Trustee, each predecessor Collateral Agent or Trustee, and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent or the Trustee and each predecessor Collateral Agent or Trustee. Nothing herein contained shall be deemed to authorize the Collateral Agent to authorize, consent to, vote for, accept or adopt, on behalf of any Debtholder, any plan of reorganization, arrangement, adjustment or composition affecting the Debt or the rights of any Holder thereof, or to authorize the Collateral Agent to vote in respect of the claim of any Debtholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. All rights of action and of asserting claims under this Indenture and Credit Agreement, or under any of the Debt, may be enforced by the Collateral Agent without the possession of any of the Debt or the production thereof in any trial or other Proceedings relative thereto, and any action or Proceedings instituted by the Collateral Agent shall be brought in its own name as agent for the Secured Parties, and any recovery of judgment, shall be applied as set forth in Section 5.7. Notwithstanding anything in this Section 5.3 to the contrary, neither the Collateral Agent nor a Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) may sell or liquidate the Collateral or institute Proceedings in furtherance thereof pursuant to this Section 5.3 unless the conditions specified in Section 5.5(a) are met. The Collateral Agent shall have no liability or responsibility for or in connection with any such sale conducted by Class A Lender (or any party duly designated by such Class A Lender, as evidenced by a separate written agreement between the Class A Lender and such party) in the manner directed by the Majority of the Controlling Class.