Common use of Title, Management and Disposition of Foreclosed Property Clause in Contracts

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to Collateral is acquired in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or certificate of sale, or the Repossessed Collateral, shall be taken in the name of the Issuer for the benefit of the Securityholders and the Hedge Counterparties. (b) The Servicer, subject to the provisions of this ARTICLE 5, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders and the Hedge Counterparties solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge Counterparties. (c) The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) Business Days after the receipt thereof, all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. (d) The Servicer shall, subject to Section 5.02(p) and Section 7.03, reimburse itself for any related unreimbursed Servicing Advances and unpaid Servicing Fees, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral to be distributed to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 hereof.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to Collateral a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure or by other legal process(a "Foreclosed Property"), the deed or certificate of sale, or the Repossessed Collateral, shall sale may be taken in the name of the Issuer Trustee for the benefit of the Securityholders and the Hedge Counterparties. (b) Certificateholders. The Servicer, subject to the provisions of this ARTICLE 5Sections 5.01 and 5.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders and the Hedge Counterparties Certificateholders solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar the same manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge Counterparties. (c) Certificateholders. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) five Business Days after the receipt thereof, all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. (d) . The disposition of Foreclosed Property shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer, deems to be in the best interest of the Certificateholders. The proceeds of sale of the Foreclosed Property shall promptly, but in no event later than two Business Days after receipt, be deposited in the Principal and Interest Account as received from time to time and, as soon as practicable thereafter, the expenses of such sale shall be paid, the Servicer shall, subject to Section 5.02(p) and Section 7.035.04, reimburse itself for any related unreimbursed Servicing Advances and Advances, unpaid Servicing FeesFees and unreimbursed Monthly Advances, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds of the such sale of any Foreclosed Property or other Repossessed Collateral to be distributed to the Securityholders and the Hedge Counterparties Certificateholders in accordance with Section 7.05 6.07 hereof. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on a Business Loan, the Servicer shall dispose of such Mortgaged Property within two years after its acquisition unless the Servicer and the Trustee shall have received an Opinion of Counsel with respect to such longer retention.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to Collateral Related Property is acquired by the Servicer hereunder in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or certificate of sale, or the Repossessed CollateralProperty, shall be taken in the name of the Issuer for the benefit of the Securityholders and the Hedge CounterpartiesSecurityholders. (b) The Servicer, subject to the provisions of this ARTICLE 5Article V, shall manage, conserve, protect and operate each such Foreclosed Property or other Repossessed Collateral Property for the Securityholders and the Hedge Counterparties solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and Property in a similar manner to that of similar property in consistent with the same locality as Credit and Collection Policy and the Foreclosed Property or other Repossessed Collateral is managedServicing Standard. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge CounterpartiesSecurityholders. (c) The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) Business Days after the receipt thereof, all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral Property net of Servicing AdvancesLiquidation Expenses. (d) The Servicer shall, subject to Section 5.02(p5.02(o) and Section 7.03, reimburse itself for any related unreimbursed Scheduled Payment Advances and Servicing Advances Advances, together with accrued and unpaid interest due thereon, and unpaid Servicing Fees, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral Property to be distributed to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 hereof.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to Collateral is acquired in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or certificate of sale, or the Repossessed Collateral, shall be taken in the name of the Issuer for the benefit of the Securityholders and the Hedge Counterparties. (b) The Servicer, subject to the provisions of this ARTICLE 5, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders and the Hedge Counterparties solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge Counterparties. (c) The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) Business Days after the receipt thereof, all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. (d) The Servicer shall, subject to Section 5.02(p) and Section 7.03, reimburse itself for any related unreimbursed Servicing Advances and unpaid Servicing Fees, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral to be distributed to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 hereof.

Title, Management and Disposition of Foreclosed Property. (a) In Except for Agented Loans, Co-Agented Loans and Third Party Agented Loans (in which case, the provisions of the Underlying Loan Agreement relating to taking title to collateral shall apply) in the event that title to Collateral Related Property is acquired by the Servicer hereunder in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or deed, certificate of sale, or the Repossessed Collateral, shall Property may be taken in the name of the Issuer for or in the benefit name of a subsidiary of the Securityholders and Issuer, the Hedge Counterpartiesequity securities of which will be pledged as Collateral by the Issuer to the Trustee pursuant to the Indenture. Any such Issuer subsidiary shall be serviced by the Servicer, which may perform such services through a nominee or agent as set forth in Section 5.02(b). (b) [Reserved]. (c) The Servicer, subject to the provisions of this ARTICLE 5Article V, shall manage, conserve, protect and operate each such Foreclosed Property or other Repossessed Collateral Property for the Securityholders and the Hedge Counterparties Issuer or such Issuer subsidiary, as applicable, solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and Property in a similar manner to that of similar property in consistent with the same locality as Credit and Collection Policy and the Foreclosed Property or other Repossessed Collateral is managedServicing Standard. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge CounterpartiesIssuer. (cd) The Subject to Section 5.10(e), the Servicer shall cause to be deposited in the Principal and Interest Lockbox Account, no later than two (2) Business Days after the receipt thereof, all revenues received by the Issuer with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral Property net of Liquidation Expenses or received by the Issuer as distributions from any Issuer subsidiary. Any Issuer subsidiary formed pursuant to Section 5.10(b) may utilize and set aside revenues received in respect of such real estate Related Property to pay for the normal operations of the business of such Issuer subsidiary and of such real estate Related Property, and for such other fees, costs and expenses relating thereto as are deemed appropriate to maximize value or reduce or prevent loss with respect thereto by the Servicer, consistent with the Credit and Collection Policy and the Servicing AdvancesStandard, and establish and maintain such cash reserves as the Servicer (or its agent) deem reasonably necessary with respect thereto; provided that no other funds of the Issuer shall be expended in connection with such Issuer subsidiary. (de) The Pursuant to the Priority of Payments, the Servicer shall, subject to Section 5.02(p) and Section 7.03, reimburse itself shall receive reimbursement for any related unreimbursed Servicing Scheduled Payment Advances and Servicing Advances, together with accrued and unpaid Servicing Feesinterest due thereon relating to the related Loan or such Foreclosed Property or Repossessed Property, and the Servicer shall deposit in the Principal and Interest Lockbox Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral Property to be distributed to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 7.06 hereof. (f) Notwithstanding any provision to the contrary contained in this Agreement, the Servicer shall not cause the Issuer or any Issuer subsidiary to foreclose on and obtain title to any Related Property pursuant to Section 5.10(b) or otherwise take any other action with respect to any such Related Property if, as a result of any such action, such Issuer subsidiary would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of, such Related Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable state or local environmental law, unless the Servicer has previously determined in accordance with the Servicing Standard and the Credit and Collection Policy that: (i) such Related Property is in compliance in all material respects with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best economic interest of the Issuer and such Issuer subsidiary to take such actions as are necessary to bring such Related Property in compliance therewith, and (ii) there are no circumstances present at such Related Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation would reasonably be expected to be required by the owner, occupier or operator of the Related Property under applicable federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action would reasonably be expected to be required, after consultation with an environmental consultant, it would be in the best economic interest of the Issuer and the Issuer subsidiary to take such actions with respect to the affected Related Property.

Title, Management and Disposition of Foreclosed Property. (a) In Except for Agented Loans, Co-Agented Loans and Third Party Agented Loans (in which case, the provisions of the Underlying Loan Agreement relating to taking title to collateral shall apply) in the event that title to Collateral Related Property is acquired by the Servicer hereunder in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or deed, certificate of sale, or the Repossessed Collateral, shall Property may be taken in the name of the Issuer for or in the benefit name of a subsidiary of the Securityholders and Issuer, the Hedge Counterpartiesequity securities of which will be pledged as Collateral by the Issuer to the Trustee pursuant to the Indenture. Any such Issuer subsidiary shall be serviced by the Servicer, which may perform such services through a nominee or agent as set forth in Section 5.02(b). (b) [Reserved]. (c) The Servicer, subject to the provisions of this ARTICLE 5Article V, shall manage, conserve, protect and operate each such Foreclosed Property or other Repossessed Collateral Property for the Securityholders and the Hedge Counterparties Issuer or such Issuer subsidiary, as applicable, solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and Property in a similar manner to that of similar property in consistent with the same locality as Credit and Collection Policy and the Foreclosed Property or other Repossessed Collateral is managedServicing Standard. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge CounterpartiesIssuer. (cd) The Subject to Section 5.10(e), the Servicer shall cause to be deposited in the Principal Lockbox Account or, following the date on which the Master Collection Account Control Agreement and Interest Master Collection Account Agency Agreement become effective, the Master Collection Account, as applicable, no later than two (2) Business 58 BUSINESS.29147459.4 Days after the receipt thereof, all revenues received by the Issuer with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral Property net of Liquidation Expenses or received by the Issuer as distributions from any Issuer subsidiary. Any Issuer subsidiary formed pursuant to Section 5.10(b) may utilize and set aside revenues received in respect of such real estate Related Property to pay for the normal operations of the business of such Issuer subsidiary and of such real estate Related Property, and for such other fees, costs and expenses relating thereto as are deemed appropriate to maximize value or reduce or prevent loss with respect thereto by the Servicer, consistent with the Credit and Collection Policy and the Servicing AdvancesStandard, and establish and maintain such cash reserves as the Servicer (or its agent) deem reasonably necessary with respect thereto; provided that no other funds of the Issuer shall be expended in connection with such Issuer subsidiary. (de) The Pursuant to the Priority of Payments, the Servicer shall, subject to Section 5.02(p) and Section 7.03, reimburse itself shall receive reimbursement for any related unreimbursed Servicing Scheduled Payment Advances and Servicing Advances, together with accrued and unpaid Servicing Feesinterest due thereon relating to the related Loan or such Foreclosed Property or Repossessed Property, and the Servicer shall deposit in the Principal Lockbox Account or, following the date on which the Master Collection Account Control Agreement and Interest Master Collection Account Agency Agreement become effective, the Master Collection Account, as applicable, the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral Property to be distributed to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 7.06 hereof. (f) Notwithstanding any provision to the contrary contained in this Agreement, the Servicer shall not cause the Issuer or any Issuer subsidiary to foreclose on and obtain title to any Related Property pursuant to Section 5.10(b) or otherwise take any other action with respect to any such Related Property if, as a result of any such action, such Issuer subsidiary would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of, such Related Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable state or local environmental law, unless the Servicer has previously determined in accordance with the Servicing Standard and the Credit and Collection Policy that: (i) such Related Property is in compliance in all material respects with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best economic interest of the Issuer and such Issuer subsidiary to take such actions as are necessary to bring such Related Property in compliance therewith, and (ii) there are no circumstances present at such Related Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation would reasonably be expected to be required by the owner, occupier or operator of the Related Property under applicable federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action would reasonably be expected to be required, after consultation with an environmental consultant, it would be in the best economic interest of the Issuer and the Issuer subsidiary to take such actions with respect to the affected Related Property.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to Collateral is acquired in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or certificate of sale, or the Repossessed Collateral, shall be taken in the name of the Issuer for the benefit of the Securityholders and the Hedge Counterparties. (b) The Servicer, subject to the provisions of this ARTICLE 5Article V, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders and the Hedge Counterparties solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge Counterparties. (c) The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) Business Days after the receipt thereof, all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. (d) The Servicer shall, subject to Section subsection 5.02(p) and Section 7.03, reimburse itself for any related unreimbursed Servicing Advances and unpaid Servicing Fees, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral to be distributed to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 hereof.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to a Mortgaged Property or other Collateral is acquired in foreclosure or foreclosure, by deed in lieu of foreclosure or by other legal processprocess(a "Foreclosed Property"), the deed or certificate of sale, sale or the Repossessed Collateral, shall Collateral may be taken in the name of the Issuer Trustee on behalf of the Trust for the benefit of the Securityholders Certificateholders and the Hedge Counterparties. (bSBA, as their interests may appear under the Multi-Party Agreement dated the date of this Agreement. Unless the servicing of a Foreclosed Property or item of Repossessed Collateral relating to an SBA Section 7(a) The Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the Servicer, subject to the provisions of this ARTICLE 5Sections 5.01 and 5.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders SBA and the Hedge Counterparties Certificateholders solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar the same manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders SBA and the Hedge Counterparties. (c) Certificateholders. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) five Business Days after the receipt thereof, the Unguaranteed Percentage of all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. (d) The Servicer shall, subject to Section 5.02(p) and Section 7.03, reimburse itself for . In the event any related unreimbursed Servicing Advances and unpaid Servicing Fees, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds of the sale of any Foreclosed Mortgaged Property or other Repossessed Collateral is acquired as aforesaid or otherwise in connection with a default or imminent default on an SBA Loan, the Servicer shall dispose of such Mortgaged Property or other Repossessed Collateral within two years after its acquisition unless the Servicer and the Trustee shall have received an Opinion of Counsel also addressed to the SBA to the effect that such longer retention will not cause the Trust Fund to be distributed subject to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 hereofFederal income tax.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to Collateral is acquired in foreclosure or by deed in lieu of foreclosure or by other legal processprocess (a "Foreclosed Property"), the deed or certificate of sale, or the Repossessed Collateral, repossessed Collateral shall be taken in the name of the Issuer Trust for the benefit of the Securityholders Noteholders, the Certificateholders, and the Hedge Counterparties. (b) . The Servicer, subject to the provisions of this ARTICLE 5Sections 4.01 and 4.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders Noteholders, the Certificateholders and the any Hedge Counterparties Counterparty solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders Noteholders, the Certificateholders and the any Hedge Counterparties. (c) Counterparty. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) Business Days after the receipt thereof, all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. (d) . The Servicer shall, subject to Section 5.02(p) and Section 7.034.04, reimburse itself for any related unreimbursed Servicing Advances and unpaid Servicing Fees, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds of the such sale of any Foreclosed Property or other Repossessed Collateral to be distributed to the Securityholders and the Hedge Counterparties Noteholders in accordance with Section 7.05 5.07 hereof.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to Collateral a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure or by other legal process(a "Foreclosed Property"), the deed or certificate of sale, or the Repossessed Collateral, shall sale may be taken in the name of the Issuer Trustee on behalf of the Trust for the benefit of the Securityholders Certificates and the Hedge CounterpartiesSBA, as their interests may appear. (ba) The Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the Servicer, subject to the provisions of this ARTICLE 5Sections 5.01 and 5.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders SBA and the Hedge Counterparties Certificateholders solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar the same manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders SBA and the Hedge Counterparties. (c) Certificateholders. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) five Business Days after the receipt thereof, the Unguaranteed Percentage of all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. . The disposition of Foreclosed Property shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer, with SBA concurrence (d) if required by the SBA Rules and Regulations), deems to be in the best interest of the SBA and the Certificateholders. The Unguaranteed Percentage of the proceeds of sale of the Foreclosed Property shall promptly, but in no event later than two Business Days after receipt, be deposited in the Principal and Interest Account as received from time to time and, as soon as practicable thereafter, the expenses of such sale shall be paid, the Servicer shall, subject to Section 5.02(p) and Section 7.035.04, reimburse itself for any related unreimbursed Servicing Advances and Advances, unpaid Servicing FeesFees and unreimbursed Monthly Advances, and the Servicer shall deposit in the Principal and Interest Account the Unguaranteed Percentage of the net cash proceeds of the such sale of any Foreclosed Property or other Repossessed Collateral to be distributed to the Securityholders and the Hedge Counterparties Certificateholders in accordance with Section 7.05 6.07 hereof. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on an SBA Loan, the Servicer shall dispose of such Mortgaged Property within two years after its acquisition unless the Servicer and the Trustee shall have received an Opinion of Counsel also addressed to the SBA to the effect that such longer retention will not cause the Trust Fund to be subject to Federal income tax.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to a Mortgaged Property or other Collateral is acquired in foreclosure or foreclosure, by deed in lieu of foreclosure or by other legal processprocess(a "Foreclosed Property"), the deed or certificate of sale, sale or the Repossessed Collateral, shall Collateral may be taken in the name of the Issuer Trustee on behalf of the Trust for the benefit of the Securityholders Certificateholders and the Hedge Counterparties. (bSBA, as their interests may appear under the Multi-Party Agreement dated the date of this Agreement. Unless the servicing of a Foreclosed Property or item of Repossessed Collateral relating to an SBA Section 7(a) The Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the Servicer, subject to the provisions of this ARTICLE 5Sections 5.01 and 5.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders SBA and the Hedge Counterparties Certificateholders solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar the same manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders SBA and the Hedge Counterparties. (c) Certificateholders. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) five Business Days after the receipt thereof, the Unguaranteed Percentage of all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. . The disposition of Foreclosed Property or other Repossessed Collateral shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer, with SBA concurrence (d) if required by the SBA Rules and Regulations), deems to be in the best interest of the SBA and the Certificateholders. The Unguaranteed Percentage of the proceeds of sale of the Foreclosed Property or other Repossessed Collateral shall promptly, but in no event later than two Business Days after receipt, be deposited in the Principal and Interest Account as received from time to time and, as soon as practicable thereafter, the expenses of such sale shall be paid. The Servicer shall, subject to Section 5.02(p) and Section 7.035.04, reimburse itself for any related unreimbursed Servicing Advances and Advances, unpaid Servicing FeesFees and unreimbursed Monthly Advances, and the Servicer shall deposit in the Principal and Interest Account the Unguaranteed Percentage of the net cash proceeds of such sale to be distributed to the sale of Certificateholders in accordance with Section 6.07 hereof. In the event any Foreclosed Mortgaged Property or other Repossessed Collateral is acquired as aforesaid or otherwise in connection with a default or imminent default on an SBA Loan, the Servicer shall dispose of such Mortgaged Property or other Repossessed Collateral within two years after its acquisition unless the Servicer and the Trustee shall have received an Opinion of Counsel also addressed to the SBA to the effect that such longer retention will not cause the Trust Fund to be distributed subject to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 hereofFederal income tax.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to Collateral a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure or by other legal process(a "Foreclosed Property"), the deed or certificate of sale, or the Repossessed Collateral, shall sale may be taken in the name of the Issuer Trustee on behalf of the Trust for the benefit of the Securityholders Certificates and the Hedge CounterpartiesSBA, as their interests may appear. (ba) The Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the Servicer, subject to the provisions of this ARTICLE 5Sections 5.01 and 5.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders SBA and the Hedge Counterparties Certificateholders solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar the same manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders SBA and the Hedge Counterparties. (c) Certificateholders. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) five Business Days after the receipt thereof, the Unguaranteed Percentage of all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. . The disposition of Foreclosed Property shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer, with SBA concurrence (d) if required by the SBA Rules and Regulations), deems to be in the best interest of the SBA and the Certificateholders. The Unguaranteed Percentage of the proceeds of sale of the Foreclosed Property shall promptly, but in no event later than two Business Days after receipt, be deposited in the Principal and Interest Account as received from time to time and, as soon as practicable thereafter, the expenses of such sale shall be paid, the Servicer shall, subject to Section 5.02(p) and Section 7.035.04, reimburse itself for any related unreimbursed Servicing Advances and Advances, unpaid Servicing FeesFees and unreimbursed Monthly Advances, and the Servicer shall deposit in the Principal and Interest Account the Unguaranteed Percentage of the net cash proceeds of the such sale of any Foreclosed Property or other Repossessed Collateral to be distributed to the Securityholders and the Hedge Counterparties Certificateholders in accordance with Section 7.05 6.07 hereof. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on an SBA Loan, the Servicer shall dispose of such Mortgaged Property within two years after its acquisition unless the Servicer and the Trustee shall have received an Opinion of Counsel also addressed to the SBA with respect to such longer retention.

Title, Management and Disposition of Foreclosed Property. (a) In Except for Agented Loans, Co-Agented Loans and Third Party Agented Loans (in which case, the provisions of the Underlying Loan Agreement relating to taking title to collateral shall apply) in the event that title to Collateral Related Property is acquired by the Servicer hereunder in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or deed, certificate of sale, or the Repossessed Collateral, shall Property may be taken in the name of the Issuer for or in the benefit name of a subsidiary of the Securityholders and Issuer, the Hedge Counterpartiesequity securities of which will be pledged as Collateral by the Issuer to the Trustee pursuant to the Indenture. Any such Issuer subsidiary shall be serviced by the Servicer, which may perform such services through a nominee or agent as set forth in Section 5.02(b). (b) [Reserved]. (c) The Servicer, subject to the provisions of this ARTICLE 5Article V, shall manage, conserve, protect and operate each such Foreclosed Property or other Repossessed Collateral Property for the Securityholders and the Hedge Counterparties Issuer or such Issuer subsidiary, as applicable, solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and Property in a similar manner to that of similar property in consistent with the same locality as Credit and Collection Policy and the Foreclosed Property or other Repossessed Collateral is managedServicing Standard. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge CounterpartiesIssuer. (cd) The Subject to Section 5.10(e), the Servicer shall cause to be deposited in the Principal and Interest Lockbox Account, no later than two (2) Business Days after the receipt thereof, all revenues received by the Issuer with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral Property net of Liquidation Expenses or received by the Issuer as distributions from any Issuer subsidiary. Any Issuer subsidiary formed pursuant to Section 5.10(b) may utilize and set aside revenues received in respect of such real estate Related Property to pay for the normal operations of the business of such Issuer subsidiary and of such real estate Related Property, and for such other fees, costs and expenses relating thereto as are deemed appropriate to maximize value or reduce or prevent loss with respect thereto by the Servicer, consistent with the Credit and Collection Policy and the Servicing AdvancesStandard, and establish and maintain such cash reserves as the Servicer (or its agent) deem reasonably necessary with respect thereto; provided that no other funds of the Issuer shall be expended in connection with such Issuer subsidiary. (de) The Pursuant to the Priority of Payments, the Servicer shall, subject to Section 5.02(p) and Section 7.03, reimburse itself shall receive reimbursement for any related unreimbursed Servicing Scheduled Payment Advances and Servicing Advances, together with accrued and unpaid Servicing Feesinterest due thereon relating to the related Loan or such Foreclosed Property or Repossessed Property, and the Servicer shall deposit in the Principal and Interest Lockbox Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral Property to be distributed to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 7.06 hereof. (f) Notwithstanding any provision to the contrary contained in this Agreement, the Servicer shall not cause any Issuer subsidiary to obtain title to any Related Property pursuant to Section 5.10(b) or otherwise take any other action with respect to any such Related Property if, as a result of any such action, such Issuer subsidiary would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of, such Related Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable state or local environmental law, unless the Servicer has previously determined in accordance with the Servicing Standard and the Credit and Collection Policy that: (i) such Related Property is in compliance in all material respects with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best economic interest of the Issuer and such Issuer subsidiary to take such actions as are necessary to bring such Related Property in compliance therewith, and (ii) there are no circumstances present at such Related Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation would reasonably be expected to be required by the owner, occupier or operator of the Related Property under applicable federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action would reasonably be expected to be required, after consultation with an environmental consultant, it would be in the best economic interest of the Issuer and the Issuer subsidiary to take such actions with respect to the affected Related Property.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to Collateral is acquired in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or certificate of sale, or the Repossessed Collateral, shall be taken in the name of the Issuer for the benefit of the Securityholders and the Hedge Swap Counterparties. (b) The Servicer, subject to the provisions of this ARTICLE 5Article V, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders and the Hedge Swap Counterparties solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge Swap Counterparties. (c) The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) Business Days after the receipt thereof, all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. (d) The Servicer shall, subject to Section subsection 5.02(p) and Section 7.03, reimburse itself for any related unreimbursed Servicing Advances and unpaid Servicing Fees, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral to be distributed to the Securityholders and the Hedge Swap Counterparties in accordance with Section 7.05 hereof.

Title, Management and Disposition of Foreclosed Property. (a) In Except as otherwise required by SBA Rules and Regulations, in the event that title to a Mortgaged Property or other Collateral is acquired in foreclosure or by deed in lieu of foreclosure or by other legal processprocess (a "Foreclosed Property"), the deed or certificate of sale, or the Repossessed Collateral, repossessed Collateral shall be taken in the name of the Issuer Indenture Trustee or such other Person as the SBA may designate in writing, in each case on behalf of the Trust for the benefit of the Securityholders Noteholders, the Certificateholders and the Hedge Counterparties. SBA, as their interests may appear under the Multi-Party Agreement dated the date of this Agreement (b) The or such other name as the SBA may direct). Unless the servicing of a Foreclosed Property or item of Repossessed Collateral relating to an SBA Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the 32 39 Servicer, subject to the provisions of this ARTICLE 5Sections 4.01 and 4.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders SBA, the Noteholders and the Hedge Counterparties Certificateholders solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar the same manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders SBA, the Noteholders and the Hedge Counterparties. (c) Certificateholders. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) five Business Days after the receipt thereof, the Unguaranteed Percentage of all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. . The disposition of Foreclosed Property or other Repossessed Collateral shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer, with SBA concurrence (d) if required by the SBA Rules and Regulations), deems to be in the best interest of the SBA, the Noteholders and the Certificateholders. The Unguaranteed Percentage of the proceeds of sale of the Foreclosed Property or other Repossessed Collateral shall promptly, but in no event later than two Business Days after receipt, be deposited in the Principal and Interest Account as received from time to time and, as soon as practicable thereafter, the expenses of such sale shall be paid by the Servicer from the netting of Servicer Advances provided for in the preceding paragraph. The Servicer shall, subject to Section 5.02(p) and Section 7.034.04, reimburse itself for any related unreimbursed Servicing Advances Required Holdback Amounts and unpaid Servicing FeesFees and unreimbursed Monthly Advances, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds of the such sale of any Foreclosed Property or other Repossessed Collateral to be distributed to the Securityholders and the Hedge Counterparties Noteholders in accordance with Section 7.05 5.07 hereof.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to Collateral Related Property is acquired in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or certificate of sale, or the Repossessed Collateral, shall be taken in the name of the Issuer for the benefit of the Securityholders and the Hedge CounterpartiesSecurityholders. (b) The Servicer, subject to the provisions of this ARTICLE Article 5, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders and the Hedge Counterparties solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge CounterpartiesSecurityholders. (c) The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) Business Days after the receipt thereof, all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. (d) The Servicer shall, subject to Section 5.02(p) and Section 7.03, reimburse itself for any related unreimbursed Servicing Advances and unpaid Servicing Fees, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral to be distributed to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 hereof.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to Collateral Related Property is acquired by the Servicer hereunder in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or certificate of sale, or the Repossessed CollateralProperty, shall be taken in the name of the Issuer for the benefit of the Securityholders and the Hedge CounterpartiesSecurityholders. (b) The Servicer, subject to the provisions of this ARTICLE 5, shall manage, conserve, protect and operate each such Foreclosed Property or other Repossessed Collateral Property for the Securityholders and the Hedge Counterparties solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and Property in a similar manner to that of similar property in consistent with the same locality as Credit and Collection Policy and the Foreclosed Property or other Repossessed Collateral is managedServicing Standard. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge CounterpartiesSecurityholders. (c) The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) Business Days after the receipt thereof, all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral Property net of Servicing AdvancesLiquidation Expenses. (d) The Servicer shall, subject to Section 5.02(p5.02(o) and Section 7.03, reimburse itself for any related unreimbursed Scheduled Payment Advances and Servicing Advances Advances, together with accrued and unpaid interest due thereon, and unpaid Servicing Fees, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral Property to be distributed to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 hereof.

Title, Management and Disposition of Foreclosed Property. (a) In Except for Co-Lender Loans (in which case, the provisions of the Underlying Loan Agreement relating to taking title to collateral shall apply) in the event that title to Collateral Related Property is acquired by the Servicer hereunder in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or deed, certificate of sale, or the Repossessed Collateral, shall Property may be taken in the name of the Issuer for or in the benefit name of a subsidiary of the Securityholders and Issuer, the Hedge Counterpartiesequity securities of which will be pledged as Collateral by the Issuer to the Trustee pursuant to the Indenture. Any such Issuer subsidiary shall be serviced by the Servicer, which may perform such services through a nominee or agent as set forth in Section 5.02(b). (b) [Reserved]. (c) The Servicer, subject to the provisions of this ARTICLE 5Article V, shall manage, conserve, protect and operate each such Foreclosed Property or other Repossessed Collateral Property for the Securityholders and the Hedge Counterparties Issuer or such Issuer subsidiary, as applicable, solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and Property in a similar manner to that of similar property in consistent with the same locality as Credit and Collection Policy and the Foreclosed Property or other Repossessed Collateral is managedServicing Standard. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge CounterpartiesIssuer. (cd) The Subject to Section 5.10(e), the Servicer shall cause to be deposited in the Principal and Interest Lockbox Account, no later than two (2) Business Days after the receipt thereof, all revenues received by the Issuer with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral Property net of Liquidation Expenses or received by the Issuer as distributions from any Issuer subsidiary. Any Issuer subsidiary formed pursuant to Section 5.10(b) may utilize and set aside revenues received in respect of such real estate Related Property to pay for the normal operations of the business of such Issuer subsidiary and of such real estate Related Property, and for such other fees, costs and expenses relating thereto as are deemed appropriate to maximize value or reduce or prevent loss with respect thereto by the Servicer, consistent with the Credit and Collection Policy and the Servicing AdvancesStandard, and establish and maintain such cash reserves as the Servicer (or its agent) deem reasonably necessary with respect thereto; provided that no other funds of the Issuer shall be expended in connection with such Issuer subsidiary. (de) The Pursuant to the Priority of Payments, the Servicer shall, subject to Section 5.02(p) and Section 7.03, reimburse itself shall receive reimbursement for any related unreimbursed Servicing Scheduled Payment Advances and Servicing Advances, together with accrued and unpaid Servicing Feesinterest due thereon relating to the related Loan or such Foreclosed Property or Repossessed Property, and the Servicer shall deposit in the Principal and Interest Lockbox Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral Property to be distributed to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 7.06 hereof. (f) Notwithstanding any provision to the contrary contained in this Agreement, the Servicer shall not cause any Issuer subsidiary to obtain title to any Related Property pursuant to Section 5.10(b) or otherwise take any other action with respect to any such Related Property if, as a result of any such action, such Issuer subsidiary would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of, such Related Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable state or local environmental law, unless the Servicer has previously determined in accordance with the Servicing Standard and the Credit and Collection Policy that: (i) such Related Property is in compliance in all material respects with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best economic interest of the Issuer and such Issuer subsidiary to take such actions as are necessary to bring such Related Property in compliance therewith, and (ii) there are no circumstances present at such Related Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation would reasonably be expected to be required by the owner, occupier or operator of the Related Property under applicable federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action would reasonably be expected to be required, after consultation with an environmental consultant, it would be in the best economic interest of the Issuer and the Issuer subsidiary to take such actions with respect to the affected Related Property.

Title, Management and Disposition of Foreclosed Property. (a) In Except for Agented Loans and Third Party Agented Loans (in which case, the provisions of the Underlying Loan Agreement relating to taking title to collateral shall apply) in the event that title to Collateral Related Property is acquired by the Servicer hereunder in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or deed, certificate of sale, or the Repossessed Collateral, shall Property may be taken in the name of the Issuer for or in the benefit name of a subsidiary of the Securityholders and Issuer, the Hedge CounterpartiesEquity Securities of which will be pledged as Collateral by the Issuer to the Trustee pursuant to the Indenture. Any such Issuer subsidiary shall be serviced by the Servicer, which may perform such services through a nominee or agent as set forth in Section 5.02(b). (b) If, in the reasonable business judgment of the Servicer pursuant to Section 5.10(a) it becomes necessary to acquire title to Related Property that consists of real estate hereunder in foreclosure or by deed in lieu of foreclosure or by other legal process, the Servicer may first cause the Issuer to transfer and assign such Commercial Real Estate Loan (without regard to any restrictions otherwise contained in this Agreement or the Indenture) to a newly-formed special purpose vehicle that is a subsidiary of the Issuer, the Equity Securities of which will be pledged as Collateral by the Issuer to the Trustee pursuant to the Indenture. Following such transfer and assignment, the Servicer will cause such subsidiary to take any action the Servicer deems necessary to acquire title to such Related Property. Such subsidiary shall be serviced by the Servicer, which may perform such services through a nominee or agent as set forth in Section 5.02(b). (c) The Servicer, subject to the provisions of this ARTICLE 5Article V, shall manage, conserve, protect and operate each such Foreclosed Property or other Repossessed Collateral Property for the Securityholders and the Hedge Counterparties Issuer or such Issuer subsidiary, as applicable, solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and Property in a similar manner to that of similar property in consistent with the same locality as Credit and Collection Policy and the Foreclosed Property or other Repossessed Collateral is managedServicing Standard. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge CounterpartiesIssuer. (cd) The Subject to Section 5.10(e), the Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) Business Days after the receipt thereof, all revenues received by the Issuer with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral Property net of Liquidation Expenses or received by the Issuer as distributions from any Issuer subsidiary. Any Issuer subsidiary formed pursuant to Section 5.10(b) may utilize and set aside revenues received in respect of such real estate Related Property to pay for the normal operations of the business of such Issuer subsidiary and of such real estate Related Property, and for such other fees, costs and expenses relating thereto as are deemed appropriate to maximize value or reduce or prevent loss with respect thereto by the Servicer, consistent with the Credit and Collection Policy and the Servicing AdvancesStandard, and establish and maintain such cash reserves as the Servicer (or its agent) deem reasonably necessary with respect thereto; provided that no other funds of the Issuer shall be expended in connection with such Issuer subsidiary. (de) The Servicer shall, subject to Section 5.02(p5.02(o) and Section 7.03, reimburse itself for any related unreimbursed Servicing Scheduled Payment Advances and Servicing Advances, together with accrued and unpaid Servicing Feesinterest due thereon relating to the related Loan or such Foreclosed Property or Repossessed Property, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral Property to be distributed to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 hereof. (f) Notwithstanding any provision to the contrary contained in this Agreement, the Servicer shall not cause any Issuer subsidiary to obtain title to any Related Property pursuant to Section 5.10(b) or otherwise take any other action with respect to any such Related Property if, as a result of any such action, such Issuer subsidiary would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of, such Related Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable state or local environmental law, unless the Servicer has previously determined in accordance with the Servicing Standard and the Credit and Collection Policy, based on an updated Phase I environmental assessment report generally prepared in accordance with the ASTM Phase I Environmental Site Assessment Standard E 1527-05, as may be amended or, with respect to residential property, a property inspection and title report, that: (i) such Related Property is in compliance in all material respects with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best economic interest of the Issuer and such Issuer subsidiary to take such actions as are necessary to bring such Related Property in compliance therewith, and (ii) there are no circumstances present at such Related Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation would reasonably be expected to be required by the owner, occupier or operator of the Related Property under applicable federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action would reasonably be expected to be required, after consultation with an environmental consultant, it would be in the best economic interest of the Issuer and the Issuer subsidiary to take such actions with respect to the affected Related Property. In the event that the Phase I or other environmental assessment first obtained by the Servicer with respect to such Related Property indicates that such Related Property may not be in compliance with applicable environmental laws or that hazardous materials may be present but does not definitively establish such fact, the Servicer shall cause such further environmental assessment activities to be conducted by an independent third-party who regularly conducts such assessments as the Servicer shall deem prudent to protect the interests of the Issuer and the Issuer subsidiary. Any such assessments shall be deemed part of the environmental assessment obtained by the Servicer for purposes of this Section 5.10(f).

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to Collateral Related Property is acquired in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or certificate of sale, or the Repossessed Collateral, shall be taken in the name of the Issuer for the benefit of the Securityholders and the Hedge Counterparties. (b) The Servicer, subject to the provisions of this ARTICLE 5V, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders and the Hedge Counterparties solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge Counterparties. (c) The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) Business Days after the receipt thereof, all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. (d) The Servicer shall, subject to Section 5.02(p) and Section 7.03, reimburse itself for any related unreimbursed Servicing Advances and unpaid Servicing Fees, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral to be distributed to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 hereof.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to a Mortgaged Property or other Collateral is acquired in foreclosure or foreclosure, by deed in lieu of foreclosure or by other legal processprocess(a "Foreclosed Property"), the deed or certificate of sale, sale or the Repossessed Collateral, shall Collateral may be taken in the name of the Issuer Trustee on behalf of the Trust for the benefit of the Securityholders Certificateholders and the Hedge Counterparties. (bSBA, as their interests may appear under the Multi-Party Agreement dated the date of this Agreement. Unless the servicing of a Foreclosed Property or item of Repossessed Collateral relating to an SBA Section 7(a) The Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the Servicer, subject to the provisions of this ARTICLE 5Sections 5.01 and 5.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders SBA and the Hedge Counterparties Certificateholders solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar the same manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders SBA and the Hedge Counterparties. Certificateholders. The disposition of Foreclosed Property or other Repossessed Collateral shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer, with SBA concurrence (c) if required by the SBA Rules and Regulations), deems to be in the best interest of the SBA and the Certificateholders. The Servicer Unguaranteed Percentage of the proceeds of sale of the Foreclosed Property or other Repossessed Collateral shall cause to promptly, but in no event later than two Business Days after receipt, be deposited in the Principal and Interest AccountAccount as received from time to time and, no later than two (2) Business Days after as soon as practicable thereafter, the receipt thereof, all revenues received with respect to the conservation and disposition expenses of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. (d) such sale shall be paid. The Servicer shall, subject to Section 5.02(p) and Section 7.035.04, reimburse itself for any related unreimbursed Servicing Advances and Advances, unpaid Servicing FeesFees and unreimbursed Monthly Advances, and the Servicer shall deposit in the Principal and Interest Account the Unguaranteed Percentage of the net cash proceeds of such sale to be distributed to the sale of Certificateholders in accordance with Section 6.07 hereof. In the event any Foreclosed Mortgaged Property or other Repossessed Collateral is acquired as aforesaid or otherwise in connection with a default or imminent default on an SBA Loan, the Servicer shall dispose of such Mortgaged Property or other Repossessed Collateral within two years after its acquisition unless the Servicer and the Trustee shall have received an Opinion of Counsel also addressed to the SBA to the effect that such longer retention will not cause the Trust Fund to be distributed subject to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 hereofFederal income tax.

Title, Management and Disposition of Foreclosed Property. (a) In Except for Agented Loans, Co-Agented Loans and Third Party Agented Loans (in which case, the provisions of the Underlying Loan Agreement relating to taking title to collateral shall apply) in the event that title to Collateral Related Property is acquired by the Servicer hereunder in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or deed, certificate of sale, or the Repossessed Collateral, shall Property may be taken in the name of the Issuer for or in the benefit name of a subsidiary of the Securityholders and Issuer, the Hedge Counterpartiesequity securities of which will be pledged as Collateral by the Issuer to the Trustee pursuant to the Indenture. Any such Issuer subsidiary shall be serviced by the Servicer, which may perform such services through a nominee or agent as set forth in ‎Section 5.02(b). (b) [Reserved]. (c) The Servicer, subject to the provisions of this ARTICLE 5‎Article V, shall manage, conserve, protect and operate each such Foreclosed Property or other Repossessed Collateral Property for the Securityholders and the Hedge Counterparties Issuer or such Issuer subsidiary, as applicable, solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and Property in a similar manner to that of similar property in consistent with the same locality as Operating Guidelines and the Foreclosed Property or other Repossessed Collateral is managedServicing Standard. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge CounterpartiesIssuer. (cd) The Subject to ‎Section 5.10(e), the Servicer shall cause to be deposited in the Principal and Interest Collection Account, no later than two (2) Business Days after the receipt thereof, all revenues received by the Issuer with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral Property net of Liquidation Expenses or received by the Issuer as distributions from any Issuer subsidiary. Any Issuer subsidiary formed pursuant to ‎Section 5.10(a) may utilize and set aside revenues received in respect of such real estate Related Property to pay for the normal operations of the business of such Issuer subsidiary and of such real estate Related Property, and for such other fees, costs and expenses relating thereto as are deemed appropriate to maximize value or reduce or prevent loss with respect thereto by the Servicer, consistent with the Operating Guidelines and the Servicing AdvancesStandard, and establish and maintain such cash reserves as the Servicer (or its agent) deem reasonably necessary with respect thereto; provided that no other funds of the Issuer shall be expended in connection with such Issuer subsidiary. (de) The Servicer shall, subject pursuant to Section 5.02(p) and Section 7.03the Priority of Payments, reimburse itself receive reimbursement for any related unreimbursed Scheduled Payment Advances and Servicing Advances and unpaid Servicing Feesrelating to the related Loan or such Foreclosed Property or Repossessed Property, and the Servicer shall deposit in the Principal and Interest Lockbox Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral Property to be distributed to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 hereof‎Section 7.05.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to Collateral Related Property is acquired by the Servicer hereunder in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or certificate of sale, or the Repossessed CollateralProperty, shall be taken in the name of the Issuer for the benefit of the Securityholders and the Hedge CounterpartiesSecurityholders. (b) The Servicer, subject to the provisions of this ARTICLE 5Article V, shall manage, conserve, protect and operate each such Foreclosed Property or other Repossessed Collateral Property for the Securityholders and the Hedge Counterparties solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and Property in a similar manner to that of similar property in consistent with the same locality as Credit and Collection Policy and the Foreclosed Property or other Repossessed Collateral is managedServicing Standard. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge CounterpartiesSecurityholders. (c) The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) Business Days after the receipt thereof, all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral Property net of Servicing AdvancesLiquidation Expenses. (d) The Servicer shall, subject to Section 5.02(p) and Section 7.03, reimburse itself for any related unreimbursed Scheduled Payment Advances and Servicing Advances Advances, together with accrued and unpaid interest due thereon, and unpaid Servicing Fees, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral Property to be distributed to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 hereof7.05.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to a Mortgaged Property or other Collateral is acquired in foreclosure or by deed in lieu of foreclosure or by other legal processprocess (a "Foreclosed Property"), the deed or certificate of sale, or the Repossessed Collateral, repossessed Collateral shall be taken in the name of the Issuer Trust for the benefit of the Securityholders Noteholders, the Certificateholders, the SBA and the Hedge Counterparties. , as their interests may appear under the Multi-Party Agreement dated the date of this Agreement (b) The or such other name as the SBA may direct). Unless the servicing of a Foreclosed Property or item of Repossessed Collateral relating to an SBA Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the Servicer, subject to the provisions of this ARTICLE 5Sections 4.01 and 4.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders SBA, the Noteholders, the Certificateholders and the any Hedge Counterparties Counterparty solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar the same manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders SBA, the Noteholders, the Certificateholders and the any Hedge Counterparties. (c) Counterparty. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) five Business Days after the receipt thereof, the Unguaranteed Percentage of all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. . The disposition of Foreclosed Property or other Repossessed Collateral shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer, with SBA concurrence (d) if required by the SBA Rules and Regulations), deems to be in the best interest of the SBA, the Noteholders, the Certificateholders and any Hedge Counterparty. The Unguaranteed Percentage of the proceeds of sale of the Foreclosed Property or other Repossessed Collateral shall promptly, but in no event later than two Business Days after receipt, be deposited in the Principal and Interest Account as received from time to time and, as soon as practicable thereafter, the expenses of such sale shall be paid. The Servicer shall, subject to Section 5.02(p) and Section 7.034.04, reimburse itself for any related unreimbursed Servicing Advances and unpaid Servicing Fees, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds of the such sale of any Foreclosed Property or other Repossessed Collateral to be distributed to the Securityholders and the Hedge Counterparties Noteholders in accordance with Section 7.05 5.07 hereof.

Title, Management and Disposition of Foreclosed Property. (a) In Except for Agented Loans, Co-Agented Loans and Third Party Agented Loans (in which case, the provisions of the Underlying Loan Agreement relating to taking title to collateral shall apply) in the event that title to Collateral Related Property is acquired by the Servicer hereunder in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or deed, certificate of sale, or the Repossessed Collateral, shall Property may be taken in the name of the Issuer for or in the benefit name of a subsidiary of the Securityholders and Issuer, the Hedge Counterpartiesequity securities of which will be pledged as Collateral by the Issuer to the Trustee pursuant to the Indenture. Any such Issuer subsidiary shall be serviced by the Servicer, which may perform such services through a nominee or agent as set forth in Section 5.02(b). (b) [Reserved]. (c) The Servicer, subject to the provisions of this ARTICLE 5Article V, shall manage, conserve, protect and operate each such Foreclosed Property or other Repossessed Collateral Property for the Securityholders and the Hedge Counterparties Issuer or such Issuer subsidiary, as applicable, solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and Property in a similar manner to that of similar property in consistent with the same locality as Credit and Collection Policy and the Foreclosed Property or other Repossessed Collateral is managedServicing Standard. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge CounterpartiesIssuer. (cd) The Subject to Section 5.10(e), the Servicer shall cause to be deposited in the Principal and Interest Lockbox Account, no later than two (2) Business Days after the receipt thereof, all revenues received by the Issuer with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral Property net of Liquidation Expenses or received by the Issuer as distributions from any Issuer subsidiary. Any Issuer subsidiary formed pursuant to Section 5.10(b) may utilize and set aside revenues received in respect of such real estate Related Property to pay for the normal operations of the business of such Issuer subsidiary and of such real estate Related Property, and for such other fees, costs and expenses relating thereto as are deemed appropriate to maximize value or reduce or prevent loss with respect thereto by the Servicer, consistent with the Credit and Collection Policy and the Servicing AdvancesStandard, and establish and maintain such cash reserves as the Servicer (or its agent) deem reasonably necessary with respect thereto; provided that no other funds of the Issuer shall be expended in connection with such Issuer subsidiary. (de) The Pursuant to the Priority of Payments, the Servicer shall, subject to Section 5.02(p) and Section 7.03, reimburse itself shall receive reimbursement for any related unreimbursed Servicing Scheduled Payment Advances and Servicing Advances, together with accrued and unpaid Servicing Feesinterest due thereon relating to the related Loan or such Foreclosed Property or Repossessed Property, and the Servicer shall deposit in the Principal and Interest Lockbox Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral Property to be distributed to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 hereof. (f) Notwithstanding any provision to the contrary contained in this Agreement, the Servicer shall not cause any Issuer subsidiary to obtain title to any Related Property pursuant to Section 5.10(b) or otherwise take any other action with respect to any such Related Property if, as a result of any such action, such Issuer subsidiary would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of, such Related Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable state or local environmental law, unless the Servicer has previously determined in accordance with the Servicing Standard and the Credit and Collection Policy that: (i) such Related Property is in compliance in all material respects with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best economic interest of the Issuer and such Issuer subsidiary to take such actions as are necessary to bring such Related Property in compliance therewith, and (ii) there are no circumstances present at such Related Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation would reasonably be expected to be required by the owner, occupier or operator of the Related Property under applicable federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action would reasonably be expected to be required, after consultation with an environmental consultant, it would be in the best economic interest of the Issuer and the Issuer subsidiary to take such actions with respect to the affected Related Property.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to a Mortgaged Property or other Collateral is acquired in foreclosure or by deed in lieu of foreclosure or by other legal processprocess (a "Foreclosed Property"), the deed or certificate of sale, or the Repossessed Collateral, repossessed Collateral shall be taken in the name of the Issuer Trust for the benefit of the Securityholders Noteholders, the Certificateholders, the SBA and the Hedge Counterparties. , as their interests may appear under the Multi-Party Agreement dated the date of this Agreement (b) The or such other name as the SBA may direct). Unless the servicing of a Foreclosed Property or item of Repossessed Collateral relating to an SBA Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the Servicer, subject to the provisions of this ARTICLE 5Sections 4.01 and 4.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders SBA, the Noteholders, the Certificateholders and the any Hedge Counterparties Counterparty solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar the same manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders SBA, the Noteholders, the Certificateholders and the any Hedge Counterparties. (c) Counterparty. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) five Business Days after the receipt thereof, the Unguaranteed Percentage of all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. (d) . The Servicer shall, subject to Section 5.02(p) and Section 7.03, reimburse itself for any related unreimbursed Servicing Advances and unpaid Servicing Fees, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds disposition of the sale of any Foreclosed Property or other Repossessed Collateral shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer, with SBA concurrence (if required by the SBA Rules and Regulations), deems to be distributed to in the Securityholders best interest of the SBA, the Noteholders, the Certificateholders and any Hedge Counterparty. The Unguaranteed Percentage of the Hedge Counterparties proceeds of sale of the Foreclosed Property or other Repossessed Collateral shall promptly, but in accordance with Section 7.05 hereof.no event later than two Business Days after receipt, be deposited

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to Collateral a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure or by other legal process(a "Foreclosed Property"), the deed or certificate of sale, or the Repossessed Collateral, shall sale may be taken in the name of the Issuer Trustee on behalf of the Trust for the benefit of the Securityholders Certificates and the Hedge CounterpartiesSBA, as their interests may appear. (ba) The Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the Servicer, subject to the provisions of this ARTICLE 5Sections 5.01 and 5.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders SBA and the Hedge Counterparties Certificateholders solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar the same manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders SBA and the Hedge Counterparties. (c) Certificateholders. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) five Business Days after the receipt thereof, the Unguaranteed Percentage of all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. . The disposition of Foreclosed Property shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer, with SBA concurrence (d) if required by the SBA Rules and Regulations), deems to be in the best interest of the SBA and the Certificateholders. The Unguaranteed Percentage of the proceeds of sale of the Foreclosed Property shall promptly, but in no event later than two Business Days after receipt, be deposited in the Principal and Interest Account as received from time to time and, as soon as practicable thereafter, the expenses of such sale shall be paid. The Servicer shall, subject to Section 5.02(p) and Section 7.035.04, reimburse itself for any related unreimbursed Servicing Advances and Advances, unpaid Servicing FeesFees and unreimbursed Monthly Advances, and the Servicer shall deposit in the Principal and Interest Account the Unguaranteed Percentage of the net cash proceeds of the such sale of any Foreclosed Property or other Repossessed Collateral to be distributed to the Securityholders and the Hedge Counterparties Certificateholders in accordance with Section 7.05 6.07 hereof. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on an SBA Loan, the Servicer shall dispose of such Mortgaged Property within two years after its acquisition unless the Servicer and the Trustee shall have received an Opinion of Counsel also addressed to the SBA to the effect that such longer retention will not cause the Trust Fund to be subject to Federal income tax. Section 5.11. [Intentionally Omitted.]

Title, Management and Disposition of Foreclosed Property. (a) In Except for Co-Lender Loans (in which case, the provisions of the Underlying Loan Agreement relating to taking title to collateral shall apply) in the event that title to Collateral Related Property is acquired by the Servicer hereunder in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or deed, certificate of sale, or the Repossessed Collateral, shall Property may be taken in the name of the Issuer for or in the benefit name of a subsidiary of the Securityholders and Issuer, the Hedge Counterpartiesequity securities of which will be pledged as Collateral by the Issuer to the Trustee pursuant to the Indenture. Any such Issuer subsidiary shall be serviced by the Servicer, which may perform such services through a nominee or agent as set forth in Section 5.02(b). (b) [Reserved]. (c) The Servicer, subject to the provisions of this ARTICLE 5Article V, shall manage, conserve, protect and operate each such Foreclosed Property or other Repossessed Collateral Property for the Securityholders and the Hedge Counterparties Issuer or such Issuer subsidiary, as applicable, solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and Property in a similar manner to that of similar property in consistent with the same locality as Credit and Collection Policy and the Foreclosed Property or other Repossessed Collateral is managedServicing Standard. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge CounterpartiesIssuer. (cd) The Subject to Section 5.10(e), the Servicer shall cause to be deposited in the Principal and Interest Lockbox Account, no later than two (2) Business Days after the receipt thereof, all revenues received by the Issuer with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral Property net of Liquidation Expenses or received by the Issuer as distributions from any Issuer subsidiary. Any Issuer subsidiary formed pursuant to Section 5.10(b) may utilize and set aside revenues received in respect of such real estate Related Property to pay for the normal operations of the business of such Issuer subsidiary and of such real estate Related Property, and for such other fees, costs and expenses relating thereto as are deemed appropriate to maximize value or reduce or prevent loss with respect thereto by the Servicer, consistent with the Credit and Collection Policy and the Servicing AdvancesStandard, and establish and maintain such cash reserves as the Servicer (or its agent) deem reasonably necessary with respect thereto; provided that no other funds of the Issuer shall be expended in connection with such Issuer subsidiary. (de) The Pursuant to the Priority of Payments, the Servicer shall, subject to Section 5.02(p) and Section 7.03, reimburse itself shall receive reimbursement for any related unreimbursed Servicing Scheduled Payment Advances and Servicing Advances, together with accrued and unpaid Servicing Feesinterest due thereon relating to the related Loan or such Foreclosed Property or Repossessed Property, and the Servicer shall deposit in the Principal and Interest Lockbox Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral Property to be distributed to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 hereof. (f) Notwithstanding any provision to the contrary contained in this Agreement, the Servicer shall not cause any Issuer subsidiary to obtain title to any Related Property pursuant to Section 5.10(b) or otherwise take any other action with respect to any such Related Property if, as a result of any such action, such Issuer subsidiary would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of, such Related Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable state or local environmental law, unless the Servicer has previously determined in accordance with the Servicing Standard and the Credit and Collection Policy that: (i) such Related Property is in compliance in all material respects with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best economic interest of the Issuer and such Issuer subsidiary to take such actions as are necessary to bring such Related Property in compliance therewith, and (ii) there are no circumstances present at such Related Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation would reasonably be expected to be required by the owner, occupier or operator of the Related Property under applicable federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action would reasonably be expected to be required, after consultation with an environmental consultant, it would be in the best economic interest of the Issuer and the Issuer subsidiary to take such actions with respect to the affected Related Property.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to Collateral is acquired in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or certificate of sale, or the Repossessed Collateral, shall be taken in the name of the Issuer Trust for the benefit of the Securityholders and the Hedge CounterpartiesHolders. (b) The Servicer, subject to the provisions of this ARTICLE 5Article V, shall --------- manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders and the Hedge Counterparties Holders solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge CounterpartiesHolders. (c) The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) Business Days after the receipt thereof, all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. (d) The Servicer shall, subject to Section 5.02(p) and Section 7.03, reimburse itself for any ------------ related unreimbursed Servicing Advances and unpaid Servicing Fees, and the Servicer shall deposit in the Principal and Interest Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral to be distributed to the Securityholders and the Hedge Counterparties Holders in accordance with Section 7.05 hereof.

Title, Management and Disposition of Foreclosed Property. (a) In the event that title to Collateral a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure or by other legal process(a "Foreclosed Property"), the deed or certificate of sale, or the Repossessed Collateral, shall sale may be taken in the name of the Issuer Trustee on behalf of the Trust for the benefit of the Securityholders Certificates and the Hedge CounterpartiesSBA, as their interests may appear. (ba) The Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the Servicer, subject to the provisions of this ARTICLE 5Sections 5.01 and 5.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the Securityholders SBA and the Hedge Counterparties Certificateholders solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and in a similar the same manner to that of similar property in the same locality as the Foreclosed Property or other Repossessed Collateral is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders SBA and the Hedge Counterparties. (c) Certificateholders. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than two (2) five Business Days after the receipt thereof, the Unguaranteed Percentage of all revenues received with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing Advances. . The disposition of Foreclosed Property shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer, with SBA concurrence (d) if required by the SBA Rules and Regulations), deems to be in the best interest of the SBA and the Certificateholders. The Unguaranteed Percentage of the proceeds of sale of the Foreclosed Property shall promptly, but in no event later than two Business Days after receipt, be deposited in the Principal and Interest Account as received from time to time and, as soon as practicable thereafter, the expenses of such sale shall be paid. The Servicer shall, subject to Section 5.02(p) and Section 7.035.04, reimburse itself for any related unreimbursed Servicing Advances and Advances, unpaid Servicing FeesFees and unreimbursed Monthly Advances, and the Servicer shall deposit in the Principal and Interest Account the Unguaranteed Percentage of the net cash proceeds of the such sale of any Foreclosed Property or other Repossessed Collateral to be distributed to the Securityholders and the Hedge Counterparties Certificateholders in accordance with Section 7.05 6.07 hereof. In the event any Mortgaged Property is acquired as aforesaid or otherwise in connection with a default or imminent default on an SBA Loan, the Servicer shall dispose of such Mortgaged Property within two years after its acquisition unless the Servicer and the Trustee shall have received an Opinion of Counsel also addressed to the SBA to the effect that such longer retention will not cause the Trust Fund to be subject to Federal income tax.

Title, Management and Disposition of Foreclosed Property. (a) In Except for Agented Loans, Co-Agented Loans and Third Party Agented Loans (in which case, the provisions of the Underlying Loan Agreement relating to taking title to collateral shall apply) in the event that title to Collateral Related Property is acquired by the Servicer hereunder in foreclosure or by deed in lieu of foreclosure or by other legal process, the deed or deed, certificate of sale, or the Repossessed Collateral, shall Property may be taken in the name of the Issuer for or in the benefit name of a subsidiary of the Securityholders and Issuer, the Hedge Counterpartiesequity securities of which will be pledged as Collateral by the Issuer to the Trustee pursuant to the Indenture. Any such Issuer subsidiary shall be serviced by the Servicer, which may perform such services through a nominee or agent as set forth in Section 5.02(b). (b) [Reserved]. (c) The Servicer, subject to the provisions of this ARTICLE 5Article V, shall manage, conserve, protect and operate each such Foreclosed Property or other Repossessed Collateral Property for the Securityholders and the Hedge Counterparties Issuer or such Issuer subsidiary, as applicable, solely for the purpose of its prudent and prompt disposition and sale. The Servicer shall, either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the Foreclosed Property or other Repossessed Collateral in the same manner that it manages, conserves, protects and operates other foreclosed or repossessed property for its own account, and Property in a similar manner to that of similar property in consistent with the same locality as Operating Guidelines and the Foreclosed Property or other Repossessed Collateral is managedServicing Standard. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Securityholders and the Hedge CounterpartiesIssuer. (cd) The Subject to Section 5.10(e), the Servicer shall cause to be deposited in the Principal and Interest Collection Account, no later than two (2) Business Days after the receipt thereof, all revenues received by the Issuer with respect to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral Property net of Liquidation Expenses or received by the Issuer as distributions from any Issuer subsidiary. Any Issuer subsidiary formed pursuant to Section 5.10(a) may utilize and set aside revenues received in respect of such real estate Related Property to pay for the normal operations of the business of such Issuer subsidiary and of such real estate Related Property, and for such other fees, costs and expenses relating thereto as are deemed appropriate to maximize value or reduce or prevent loss with respect thereto by the Servicer, consistent with the Operating Guidelines and the Servicing AdvancesStandard, and establish and maintain such cash reserves as the Servicer (or its agent) deem reasonably necessary with respect thereto; provided that no other funds of the Issuer shall be expended in connection with such Issuer subsidiary. (de) The Servicer shall, subject pursuant to Section 5.02(p) and Section 7.03the Priority of Payments, reimburse itself receive reimbursement for any related unreimbursed Scheduled Payment Advances and Servicing Advances and unpaid Servicing Feesrelating to the related Loan or such Foreclosed Property or Repossessed Property, and the Servicer shall deposit in the Principal and Interest Lockbox Account the net cash proceeds of the sale of any Foreclosed Property or other Repossessed Collateral Property to be distributed to the Securityholders and the Hedge Counterparties in accordance with Section 7.05 hereof7.05.