Common use of Realization Upon Portfolio Assets Clause in Contracts

Realization Upon Portfolio Assets. (a) The Portfolio Asset Servicer will use commercially reasonable efforts consistent with the Servicing Standard to foreclose upon or repossess, as applicable, or otherwise comparably convert the ownership of any Underlying Collateral relating to a defaulted Portfolio Asset of the Borrower as to which no satisfactory arrangements can be made for collection of delinquent payments, and may, consistent with the Servicing Standard and exercising its reasonably good faith judgment to maximize value, hold for value, sell or transfer any equity or other securities shall have received in connection with a default, workout, restructuring or plan of reorganization with respect to such Portfolio Asset. The Portfolio Asset Servicer will comply with the Servicing Standard and Applicable Law in realizing upon such Underlying Collateral, and employ practices and procedures including commercially reasonable efforts consistent with the Servicing Standard to enforce all obligations of Obligors by foreclosing upon, repossessing and causing the sale of such Underlying Collateral at public or private sale in circumstances other than those described in the preceding sentence. Without limiting the generality of the foregoing, unless the Administrative Agent (acting at the direction of the Majority Lenders) or, to the extent no Event of Default is then continuing, the Borrower has specifically given instruction to the contrary, the Portfolio Asset Servicer may cause the sale of any such Underlying Collateral to the Portfolio Asset Servicer or its Affiliates for a purchase price equal to the then fair value thereof, any such sale to be evidenced by a certificate of a Responsible Officer of the Portfolio Asset Servicer delivered to the Administrative Agent and the Borrower setting forth the Portfolio Asset, the Underlying Collateral, the sale price of the Underlying Collateral and certifying that such sale price is the fair value of such Underlying Collateral. In any case in which any such Underlying Collateral has suffered damage, the Portfolio Asset Servicer will have no obligation to expend funds in connection with any repair or toward the foreclosure or repossession of such Underlying Collateral. The Portfolio Asset Servicer will remit to the Collection Accounts, the Recoveries received in connection with the sale or disposition of Underlying Collateral relating to a defaulted Portfolio Asset.

Realization Upon Portfolio Assets. (a) The Portfolio Asset Servicer will use commercially reasonable efforts consistent with the Servicing Standard to foreclose upon or repossess, as applicable, or otherwise comparably convert the ownership of any Underlying Collateral relating to a defaulted Portfolio Asset of the Borrower as to which no satisfactory arrangements can be made for collection of delinquent payments, and may, consistent with the Servicing Standard and exercising its reasonably good faith judgment to maximize value, hold for value, sell or transfer any equity or other securities shall have received in connection with a default, workout, restructuring or plan of reorganization with respect to such Portfolio Asset. The Portfolio Asset Servicer will comply with the Servicing Standard and Applicable Law in realizing upon such Underlying Collateral, and employ practices and procedures including commercially reasonable efforts consistent with the Servicing Standard to enforce all obligations of Obligors by foreclosing upon, repossessing and causing the sale of such Underlying Collateral at public or private sale in circumstances other than those described in the preceding sentence. Without limiting the generality of the foregoing, unless the Administrative Agent (acting at the direction of the Majority Lenders) or, to the extent no Event of Default is then continuing, the Borrower has specifically given instruction to the contrary, the Portfolio Asset Servicer may cause the sale of any such Underlying Collateral to the Portfolio Asset Servicer or its Affiliates for a purchase price equal to the then fair value thereof, any such sale to be evidenced by a certificate of a Responsible Officer of the Portfolio Asset Servicer delivered to the Administrative Agent and the Borrower setting forth the Portfolio Asset, the Underlying Collateral, the sale price of the Underlying Collateral and certifying that such sale price is the fair value of such Underlying Collateral. In any case in which any such Underlying Collateral has suffered damage, the Portfolio Asset Servicer will have no obligation to expend funds in connection with any repair or toward the foreclosure or repossession of such Underlying Collateral. The Portfolio Asset Servicer will remit to the Collection AccountsAccount, the Recoveries received in connection with the sale or disposition of Underlying Collateral relating to a defaulted Portfolio Asset.

Realization Upon Portfolio Assets. (a) The Portfolio Asset Servicer will use commercially reasonable efforts consistent with the Servicing Standard to foreclose upon or repossess, as applicable, or otherwise comparably convert the ownership of any Underlying Collateral relating to a defaulted Portfolio Asset of the Borrower as to which no satisfactory arrangements can be made for collection of delinquent payments, and may, consistent with the Servicing Standard and exercising its reasonably good faith judgment to maximize value, hold for value, sell or transfer any equity or other securities shall have received in connection with a default, workout, restructuring or plan of reorganization with respect to such Portfolio Asset. The Portfolio Asset Servicer will comply with the Servicing Standard and Applicable Law in realizing upon such Underlying Collateral, and employ practices and procedures including commercially reasonable efforts consistent with the Servicing Standard to enforce all obligations of Obligors by foreclosing upon, repossessing and causing the sale of such Underlying Collateral at public or private sale in circumstances other than those described in the preceding sentence. Without limiting the generality of the foregoing, unless the Administrative Agent (acting at the direction of the Majority Lenders) or, to the extent no Event of Default is then continuing, the Borrower has specifically given instruction to the contrary, the Portfolio Asset Servicer may cause the sale of any such Underlying Collateral to the Portfolio Asset Servicer or its Affiliates for a purchase price equal to the then fair value thereof, any such sale to be evidenced by a certificate of a Responsible Officer of the Portfolio Asset Servicer delivered to the Administrative Agent and the Borrower setting forth the Portfolio Asset, the Underlying Collateral, the -84- sale price of the Underlying Collateral and certifying that such sale price is the fair value of such Underlying Collateral. In any case in which any such Underlying Collateral has suffered damage, the Portfolio Asset Servicer will have no obligation to expend funds in connection with any repair or toward the foreclosure or repossession of such Underlying Collateral. The Portfolio Asset Servicer will remit to the Collection AccountsAccount, the Recoveries received in connection with the sale or disposition of Underlying Collateral relating to a defaulted Portfolio Asset.

Realization Upon Portfolio Assets. (a) The Portfolio Asset Servicer will use commercially reasonable efforts consistent with the Servicing Standard to foreclose upon or repossess, as applicable, or otherwise comparably convert the ownership of any Underlying Collateral relating to a defaulted Portfolio Asset of the Borrower as to which no satisfactory arrangements can be made for collection of delinquent payments, and may, consistent with the Servicing Standard and exercising its reasonably good faith judgment to maximize value, hold for value, sell or transfer any equity or other securities shall have received in connection with a default, workout, restructuring or plan of reorganization with respect to such Portfolio Asset. The Portfolio Asset Servicer will comply with the Servicing Standard and Applicable Law in realizing upon such Underlying Collateral, and employ practices and procedures including commercially reasonable efforts consistent with the Servicing Standard to enforce all obligations of Obligors by foreclosing upon, repossessing and causing the sale of such Underlying Collateral at public or private sale in circumstances other than those described in the preceding sentence. Without limiting the generality of the foregoing, unless the Administrative Agent (acting at the direction of the Majority Lenders) or, to the extent no Event of Default is then continuing, the Borrower has specifically given 124 instruction to the contrary, the Portfolio Asset Servicer may cause the sale of any such Underlying Collateral to the Portfolio Asset Servicer or its Affiliates for a purchase price equal to the then fair value thereof, any such sale to be evidenced by a certificate of a Responsible Officer of the Portfolio Asset Servicer delivered to the Administrative Agent and the Borrower setting forth the Portfolio Asset, the Underlying Collateral, the sale price of the Underlying Collateral and certifying that such sale price is the fair value of such Underlying Collateral. In any case in which any such Underlying Collateral has suffered damage, the Portfolio Asset Servicer will have no obligation to expend funds in connection with any repair or toward the foreclosure or repossession of such Underlying Collateral. The Portfolio Asset Servicer will remit to the Collection AccountsAccountAccounts, the Recoveries received in connection with the sale or disposition of Underlying Collateral relating to a defaulted Portfolio Asset.

Realization Upon Portfolio Assets. (a) The Portfolio Asset Servicer will use commercially reasonable efforts consistent with the Servicing Standard to foreclose upon or repossess, as applicable, or otherwise comparably convert the ownership of any Underlying Collateral relating to a defaulted Portfolio Asset of the Borrower as to which no satisfactory arrangements can be made for collection of delinquent payments, and may, consistent with the Servicing Standard and exercising its reasonably good faith judgment to maximize value, hold for value, sell or transfer any equity or other securities shall have received in connection with a default, workout, restructuring or plan of reorganization with respect to such Portfolio Asset. The Portfolio Asset Servicer will comply with the Servicing Standard and Applicable Law in realizing upon such Underlying Collateral, and employ practices and procedures including commercially reasonable efforts consistent with the Servicing Standard to enforce all obligations of Obligors by foreclosing upon, repossessing and causing the sale of such Underlying Collateral at public or private sale in circumstances other than those described in the preceding sentence. Without limiting the generality of the foregoing, unless the Administrative Agent (acting at the direction of the Majority Lenders) or, to the extent no Event of Default is then continuing, the Borrower has specifically given instruction to the contrary, the Portfolio Asset Servicer may cause the sale of any such Underlying Collateral to the Portfolio Asset Servicer or its Affiliates for a purchase price equal to the then fair value thereof, any such sale to be evidenced by a certificate of a Responsible Officer of the Portfolio Asset Servicer delivered to the Administrative Agent and the Borrower setting forth the Portfolio Asset, the Underlying Collateral, the sale price of the Underlying Collateral and certifying that such sale price is the fair value of such Underlying Collateral. In any case in which any such Underlying Collateral has suffered damage, the Portfolio Asset Servicer will have no obligation to expend funds in connection with any repair or toward the foreclosure or repossession of such Underlying Collateral. The Portfolio Asset Servicer will remit to the Collection Accounts, the Recoveries received in connection with the sale or disposition of Underlying Collateral relating to a defaulted Portfolio Asset.. (b) Consistent with the Servicing Standard and the applicable Participation Agreement or Underlying Agreement, the Portfolio Asset Servicer will monitor efforts of each Counterparty Lender or Underlying Agent with respect to any Portfolio Asset as to which no satisfactory arrangements can be

Realization Upon Portfolio Assets. (a) The For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, the Servicer shall only exercise rights to realize upon Portfolio Asset Assets upon the occurrence and during the continuance of an Event of Default. Following the occurrence and during the continuance of an Event of Default, the Servicer will use commercially reasonable efforts consistent with the Servicing Standard and the Equity Investment Agreement to foreclose exercise available remedies (which may include foreclosing upon or repossessrepossessing, as applicable, or otherwise comparably convert converting the ownership of any Underlying Collateral Portfolio Asset) relating to a defaulted Portfolio Asset of the Borrower as to which no satisfactory arrangements can be made for the collection of delinquent payments, and may, consistent with the Servicing Standard and exercising its reasonably good faith judgment to maximize value, hold for value, sell or transfer any equity or other securities shall have received in connection with a default, workout, restructuring or plan of reorganization with respect to such Portfolio Asset. The Portfolio Asset Servicer will comply with the Servicing Standard and Applicable Law in realizing upon such Underlying CollateralPortfolio Asset, and employ practices and procedures including commercially reasonable efforts consistent with the Servicing Standard to enforce all obligations of Obligors by foreclosing upon, repossessing and causing the sale of such Underlying Collateral Portfolio Asset at public or private sale in circumstances other than those described in the preceding sentence. Without limiting the generality of the foregoing, unless the Administrative Agent (acting at the direction of the Majority Lenders) or, to the extent no Event of Default is then continuing, the Borrower has Lenders have specifically given instruction to the contrary, the Portfolio Asset Servicer may cause the sale of any such Underlying Collateral Portfolio Asset to the Portfolio Asset Servicer or its Affiliates for a purchase price equal to the then fair value thereof, any such sale to be evidenced by a certificate of a Responsible Officer Person of the Portfolio Asset Servicer delivered to the Administrative Agent and the Borrower Lenders setting forth the Portfolio Asset, the Underlying CollateralPortfolio Asset, the sale price of the Underlying Collateral Portfolio Asset and certifying that such sale price is the fair value of such Underlying CollateralPortfolio Asset. In any case in which any such Underlying Collateral Portfolio Asset has suffered damage, the Portfolio Asset Servicer will have no obligation to expend funds in connection with any repair or toward the foreclosure or repossession of such Underlying CollateralPortfolio Asset. The Portfolio Asset Servicer will remit to the Collection Accounts, Account the Recoveries recoveries received in connection with the sale or disposition of Underlying Collateral Portfolio Asset relating to a defaulted Portfolio Asset.. Notwithstanding anything to the contrary herein, the Servicer shall not take any action with respect to the Portfolio Assets, nor shall it be required to take any actions, relating to any special servicing activities (it being understood and agreed that the Servicer shall determine whether any obligations or actions of the Servicer USActive 58800445.158806140.10 -116- SK 28388 0001 10656366 v3