02/28/12 - Laserfiche WebLink

Home

(a) Prior to the First Advance, Creditor may enforce its rights with respect to the Creditor Guaranties with prior written notice to Bank. All proceeds collected in connection with any such action taken by Creditor against a Guarantor shall be retained by Creditor and used to reduce the outstanding principal balance of the Subordinated Debt. (b) Upon the First Advance, Creditor shall not seek to enforce the Creditor Guaranties until the earlier of the following to occur: 1616593v10 (4982- 95337) (i) Bank voluntarily satisfies or releases the Mortgage (as defined in the Loan Agreement); (ii) Bank releases Guarantors or agrees not to enforce the Bank Guaranties; (iii) Bank forecloses the Mortgage and the purchaser at the foreclosure sale (whether it be Bank or a third party) bids an amount equal to or greater than either (x) the amount that Bank would be entitled to credit bid at the foreclosure sale (in a foreclosure by action), or (y) the amount of Bank's judgment (in a foreclosure by action); (iv) Bank accepts a deed in lieu of foreclosure from Borrower without releasing or agreeing not to enforce the Bank Guaranties; (v) Bank forecloses the Mortgage and the amount bid at the foreclosure sale (whether it be by Bank or a third party) is less than either (x) the amount that Bank would be entitled to credit bid at the foreclosure sale (in a foreclosure by action), or (y) the amount of Bank's judgment (in a foreclosure by action); or (vi) Bank extends the final maturity date of the Loans to a date that is later than March 1, 2018. Upon the occurrence of (i), (ii) or (iii) above, Creditor shall thereafter have an unfettered right to enforce the Creditor Guaranties with prior written notice to Bank. Upon the occurrence of (iv), (v) or (vi) above, either Bank or Creditor may thereafter enforce its rights with respect to the Guaranties only after providing thirty (30) days prior written notice to the other party, and any resulting action taken against a Guarantor shall be a joint collection action by Bank and Creditor. All proceeds from such joint action shall be allocated to Bank and Creditor on a pro rata basis based on the then - outstanding balances of the Loans and the Mezzanine Loans, respectively. In the event that either Bank or Creditor chooses to not join the collection action within thirty (30) days after receipt of such written notice, the other party may thereafter pursue such Guarantor individually and retain all proceeds collected in connection with such action. 5