Common use of DEFAULT BY COLLATERAL LOAN OBLIGORS; THIRD PARTY CLAIMS Clause in Contracts

DEFAULT BY COLLATERAL LOAN OBLIGORS; THIRD PARTY CLAIMS. 5.8.1 In the event of any breach or default by any Collateral Loan Obligor in the payment or performance of any obligations under the Collateral Loan Documents of a Collateral Loan, then, so long as no Event of Default shall have then occurred and be continuing beyond any applicable grace and/or notice period, Borrower shall have the right and obligation to promptly and diligently exercise and enforce any and all rights and remedies available to Borrower under such Collateral Loan Documents and by operation of law in order to collect all indebtedness thereunder and to realize upon and liquidate all Underlying Collateral related to such Collateral Loan in payment thereof, including, without limitation, by commencing and pursuing to completion foreclosure of all liens and security interests (or otherwise reaching a settlement or work out with such Collateral Loan Obligor) encumbering the Underlying Collateral related to such Collateral Loan. Borrower shall also timely file and pursue any and all claims which the holder of such Collateral Loan Documents shall be entitled to assert against third parties as may be necessary or appropriate in order to prevent losses to the Underlying Collateral or to the Loan Collateral related to a Collateral Loan, including, without limitation, all claims against any title insurance company with respect to any policy of title insurance issued in connection with a Collateral Loan. All actions taken by Borrower in the exercise and enforcement of the Collateral Loan Documents related to a Collateral Loan shall be undertaken and carried out by Borrower, without any expense to Lender, and in material compliance with applicable Law and in a commercially reasonable manner. Borrower hereby indemnifies and shall defend and hold harmless Lender from and against any and all claims, liabilities, losses, actions, suits, proceedings, damages, and expense of whatever kind or description in connection with any and all actions taken by Borrower and its agents and attorneys in the exercise and enforcement of Borrower’s rights, remedies, and obligations under this Agreement or as a result of any failure by Borrower to perform its obligations hereunder, including, without limitation, all reasonable outside attorneys’ fees and related, reasonable out of pocket expenses incurred by Lender in connection with any such matters. Upon the occurrence and during the continuation of any Event of Default, any and all payments, proceeds, and recoveries received and/or recovered by Borrower with respect to any and all such claims, actions and proceedings shall be paid first to Lender to the extent of the unpaid principal balance of any Collateral Loan Note which is the subject of any such matter; provided, however, Borrower shall not settle or compromise the amount of any such claim, settlement, payment, or award without the prior written approval of Lender, which approval Lender may give or withhold its sole opinion and judgment. 5.8.2 Notwithstanding anything herein to the contrary, in the event that any Collateral Loan that is an Eligible Receivable becomes an Ineligible Receivable, then (i) Lender’s approval of such Collateral Loan as an Eligible Receivable shall automatically terminate, (ii) such Collateral Loan shall automatically cease to be an Eligible Receivable and shall be removed from the Borrowing Base and no longer be deemed to be a Collateral Loan and returned to Borrower pursuant to Section 4.7, and (iii) Borrower shall immediately repay the Advances or increase the Borrowing Base as may be required pursuant to Sections 4.1.1.1 and 4.6.3. 5.8.3 Nothing herein contained shall be construed as a waiver by Lender of any obligation or duty of Borrower hereunder or under any other Loan Documents, including, without limitation, Borrower’s duty to enforce all Collateral Loan Documents in a diligent and timely manner.

DEFAULT BY COLLATERAL LOAN OBLIGORS; THIRD PARTY CLAIMS. 5.8.1 5.9.1 In the event of any breach or default by any Collateral Loan Obligor in the payment or performance of any obligations under the Collateral Loan Documents of a Collateral LoanDocuments, then, so long as no Event of Default shall have then occurred and be continuing beyond any applicable grace and/or notice periodcontinuing, Borrower shall have shall, in accordance with the right and obligation to promptly and diligently Servicing Standard, exercise and enforce any and all rights and remedies available to Borrower under such the Collateral Loan Documents and by operation of law in order to collect all indebtedness thereunder and and, if consistent with the Servicing Standard, to realize upon and liquidate all Underlying Collateral related to such Collateral Loan in payment thereof, including, without limitation, by commencing and pursuing to completion foreclosure foreclosure, whether judicial or nonjudicial, of all liens and security interests (or otherwise reaching a settlement or work out with such Collateral Loan Obligor) encumbering the Underlying Collateral related (subject to such Collateral LoanBorrower’s actions, if consistent with the Servicing Standard, including without limitation, the making of Minor Modifications). Borrower shall also timely file and pursue any and all claims which the holder of such the Collateral Loan Documents shall be entitled to assert against third parties as may be necessary or appropriate in order to prevent losses to the Underlying Collateral or to the Loan Collateral related to a Collateral LoanCollateral, including, without limitation, all claims against any title insurance company with respect to any policy of title insurance issued in connection with a Collateral Loan. All actions taken by Borrower in the exercise and enforcement of the Collateral Loan Documents related to a Collateral Loan shall be undertaken and carried out by Borrower, without any Borrower at its sole expense and risk (subject to Lenderrequired reimbursement by the underlying Collateral Loan Obligor), and in material full compliance with applicable Law and in a commercially reasonable manner. Notwithstanding the foregoing, Borrower may make Minor Modifications consistent with the Servicing Standard without Lender’s consent, and such will not violate the provisions of this Section. Borrower hereby indemnifies and shall defend and hold harmless Lender from and against any and all claims, liabilities, losses, actions, suits, proceedings, damages, and expense of whatever kind or description in connection with any and all actions taken by Borrower and its agents and attorneys in the exercise and enforcement of Borrower’s rights, remedies, and obligations under this Agreement or as a result of any failure by Borrower to perform its obligations hereunder, including, without limitation, all related expenses and reasonable outside attorneys’ fees and related, reasonable out of pocket expenses incurred by Lender in connection with any such mattersas a result thereof. Upon the occurrence and during the continuation of any Event of Default, any Any and all payments, proceeds, and recoveries received and/or recovered by Borrower with respect to any and all such claims, actions and proceedings shall be paid first to Lender to the extent of the unpaid principal balance of any Collateral Loan Note which is the subject of any such matter; provided, however, Borrower shall not settle or compromise the amount of any such claim, settlement, payment, or award without the prior written approval of Lender, which approval Lender may give or withhold its sole opinion and judgmentwill not unreasonably withhold. 5.8.2 5.9.2 Notwithstanding anything herein to the contrary, in the event that any Collateral Loan that is an Eligible Receivable becomes an Ineligible Receivable, then (i) Lender’s approval of such Collateral Loan as an Eligible Receivable shall automatically terminate, (ii) such Collateral Loan shall automatically cease to be an Eligible Receivable and shall be removed from the Borrowing Base and no longer be deemed to be a Collateral Loan and returned to Borrower pursuant to Section 4.7Base, and (iii) Borrower shall immediately repay make such repayment of the Advances or increase the Borrowing Base Loan as may be required pursuant to Sections 4.1.1.1 and 4.1.1.(a) or 4.6.3. 5.8.3 5.9.3 Nothing herein contained shall be construed as a waiver by Lender of any obligation or duty of Borrower hereunder or under any other Loan Documents, including, without limitation, Borrower’s duty to enforce all Collateral Loan Documents in a diligent and timely manneraccordance with the Servicing Standard.

DEFAULT BY COLLATERAL LOAN OBLIGORS; THIRD PARTY CLAIMS. 5.8.1 5.9.1 In the event of any breach or default by any Collateral Loan Obligor in the payment or performance of any obligations under the Collateral Loan Documents of a Collateral LoanDocuments, then, so long as no Event of Default shall have then occurred and be continuing beyond any applicable grace and/or notice periodcontinuing, Borrower shall have the right and obligation use commercially reasonable efforts to promptly and diligently exercise and enforce any and all rights and remedies available to Borrower under such the Collateral Loan Documents and by operation of law in order to collect all indebtedness thereunder and to realize upon and liquidate all Underlying Collateral related to such Collateral Loan in payment thereof, including, without limitation, by commencing and pursuing to completion foreclosure foreclosure, whether judicial or nonjudicial, of all liens and security interests (or otherwise reaching a settlement or work out with such Collateral Loan Obligor) encumbering the Underlying Collateral related to such Collateral LoanCollateral. Borrower shall also timely file and pursue any and all claims which the holder of such the Collateral Loan Documents shall be entitled to assert against third parties as may be necessary or appropriate in order to prevent losses to the Underlying Collateral or to the Loan Collateral related to a Collateral LoanCollateral, including, without limitation, all claims against any title insurance company with respect to any policy of title insurance issued in connection with a Collateral Loan. All actions taken by Borrower in the exercise and enforcement of the Collateral Loan Documents related to a Collateral Loan shall be undertaken and carried out by Borrower, without any Borrower at its sole expense to Lenderand risk, and in material full compliance with applicable Law and in a commercially reasonable manner. Borrower hereby indemnifies and shall defend and hold harmless Lender from and against any and all claims, liabilities, losses, actions, suits, proceedings, damages, and expense of whatever kind or description in connection with any and all actions taken by Borrower and its agents and attorneys in the exercise and enforcement of Borrower’s rights, remedies, and obligations under this Agreement or as a result of any failure by Borrower to perform its obligations hereunder, including, without limitation, all related expenses and reasonable outside attorneys’ fees and related, reasonable out of pocket expenses incurred by Lender in connection with any such matters. Upon the occurrence and during the continuation of any Event of Default, any Any and all payments, proceeds, and recoveries received and/or recovered by Borrower with respect to any and all such claims, actions and proceedings proceedings, including any proceeds from the sale of REO, shall be paid first to Lender to the extent of the unpaid principal balance of any Collateral Loan Note which is the subject of any such matter; provided, however, Borrower shall not settle or compromise the amount of any such claim, settlement, payment, or award in excess of $500,000.00 without the prior written approval of Lender, which approval Lender may give or withhold its sole opinion and judgmentshall not unreasonably withhold. 5.8.2 5.9.2 Notwithstanding anything herein to the contrary, in the event that any Collateral Loan that is an Eligible Receivable becomes an Ineligible Receivable, then (i) Lender’s approval of such Collateral Loan as an Eligible Receivable shall automatically terminate, (ii) such Collateral Loan shall automatically cease to be an Eligible Receivable and shall be removed from the Borrowing Base and no longer be deemed to be a Collateral Loan and returned to Borrower pursuant to Section 4.7Base, and (iii) Borrower shall immediately repay make such repayment of the Advances or increase the Borrowing Base Loan as may be required pursuant to Sections 4.1.1.1 and 4.1.1.(a) or 4.6.3. 5.8.3 5.9.3 Nothing herein contained shall be construed as a waiver by Lender of any obligation or duty of Borrower hereunder or under any other Loan Documents, including, without limitation, Borrower’s duty to enforce all Collateral Loan Documents in a diligent and timely manner.