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

Title, Management and Disposition of Foreclosed Property. In the event that title to a Mortgaged Property or other Collateral is acquired in foreclosure, by deed in lieu of foreclosure or by other legal process(a "Foreclosed Property"), the deed or certificate of sale or the Repossessed Collateral may be taken in the name of the Trustee on behalf of the Trust for the benefit of the Certificateholders and the SBA, 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) Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the Servicer, subject to Sections 5.01 and 5.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the SBA and the 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 the same manner that 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 SBA and the Certificateholders. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than 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. In the event any 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 subject to Federal income tax.

Title, Management and Disposition of Foreclosed Property. In the event that title to a Mortgaged Property or other Collateral is acquired in foreclosure, foreclosure or by deed in lieu of foreclosure or by other legal process(a (a "Foreclosed Property"), the deed or certificate of sale or the Repossessed Collateral may be taken in the name of the Trustee on behalf of the Trust for the benefit of the Certificateholders and the SBA, 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) Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the Servicer, subject to Sections 5.01 and 5.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the SBA and the 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 the same manner that 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 SBA and the Certificateholders. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than 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 (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 5.04, reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees 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 Certificateholders in accordance with Section 6.07 hereof. In the event any 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 subject to Federal income tax.

Title, Management and Disposition of Foreclosed Property. In the event that title to a Mortgaged Property or other Collateral is acquired in foreclosure, foreclosure or by deed in lieu of foreclosure or by other legal process(a process (a "Foreclosed Property"), the deed or certificate of sale sale, or the Repossessed repossessed Collateral may shall be taken in the name of the Trustee on behalf of the Trust for the benefit of the Certificateholders Noteholders, the Certificateholders, the SBA and the SBAHedge Counterparties, as their interests may appear under the Multi-Party Agreement dated the date of this AgreementAgreement (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 Section 7(a) Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the Servicer, subject to Sections 5.01 4.01 and 5.02 4.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the SBA and SBA, the Noteholders, the Certificateholders and any Hedge 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 the same manner that 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 SBA SBA, the Noteholders, the Certificateholders and the Certificateholdersany Hedge Counterparty. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than 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. In the event any Mortgaged The disposition of Foreclosed Property or other Repossessed Collateral is acquired shall be carried out by the Servicer at such price, and upon such terms and conditions, as aforesaid or otherwise the Servicer, with SBA concurrence (if required by the SBA Rules and Regulations), deems to be in connection with a default or imminent default on an SBA Loanthe best interest of the SBA, the Servicer shall dispose Noteholders, the Certificateholders and any Hedge Counterparty. The Unguaranteed Percentage of such Mortgaged the proceeds of sale of the Foreclosed Property or other Repossessed Collateral within shall promptly, but in no event later than two years Business Days after its acquisition unless 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 4.04, reimburse itself for any related unreimbursed Servicing Advances and unpaid Servicing Fees, and the Servicer shall deposit in the Principal and Interest Account the Trustee shall have received an Opinion net cash proceeds of Counsel also addressed such sale to be distributed to the SBA to the effect that such longer retention will not cause the Trust Fund to be subject to Federal income taxNoteholders in accordance with Section 5.07 hereof.

Title, Management and Disposition of Foreclosed Property. 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, foreclosure or by deed in lieu of foreclosure or by other legal process(a process (a "Foreclosed Property"), the deed or certificate of sale sale, or the Repossessed repossessed Collateral may shall be taken in the name of the 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 Noteholders, the Certificateholders and the SBA, as their interests may appear under the Multi-Party Agreement dated the date of this AgreementAgreement (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 Section 7(a) Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the 32 39 Servicer, subject to Sections 5.01 4.01 and 5.02 4.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the SBA SBA, the Noteholders and the 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 the same manner that 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 SBA SBA, the Noteholders and the Certificateholders. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than 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. In the event any Mortgaged The disposition of Foreclosed Property or other Repossessed Collateral is acquired shall be carried out by the Servicer at such price, and upon such terms and conditions, as aforesaid or otherwise the Servicer, with SBA concurrence (if required by the SBA Rules and Regulations), deems to be in connection with a default or imminent default on an SBA Loanthe best interest of the SBA, the Servicer shall dispose Noteholders and the Certificateholders. The Unguaranteed Percentage of such Mortgaged the proceeds of sale of the Foreclosed Property or other Repossessed Collateral within shall promptly, but in no event later than two years Business Days after its acquisition unless 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 4.04, reimburse itself for any related unreimbursed Required Holdback Amounts and unpaid Servicing Fees and unreimbursed Monthly Advances, and the Trustee Servicer shall have received an Opinion deposit in the Principal and Interest Account the net cash proceeds of Counsel also addressed such sale to be distributed to the SBA to the effect that such longer retention will not cause the Trust Fund to be subject to Federal income taxNoteholders in accordance with Section 5.07 hereof.

Title, Management and Disposition of Foreclosed Property. In the event that title to a Mortgaged Property or other Collateral is acquired in foreclosure, foreclosure or by deed in lieu of foreclosure or by other legal process(a process (a "Foreclosed Property"), the deed or certificate of sale sale, or the Repossessed repossessed Collateral may shall be taken in the name of the Trustee on behalf of the Trust for the benefit of the Certificateholders Noteholders, the Certificateholders, and the SBA, as their interests may appear under the Multi-Party Agreement dated the date of this AgreementHedge Counterparties. Unless the servicing of a Foreclosed Property or item of Repossessed Collateral relating to an SBA Section 7(a) Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the The Servicer, subject to Sections 5.01 4.01 and 5.02 4.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the SBA and Noteholders, the Certificateholders and any Hedge 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 the same 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 SBA Noteholders, the Certificateholders and the Certificateholdersany Hedge Counterparty. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than five two 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. In the event The Servicer shall, subject to Section 4.04, reimburse itself for any Mortgaged Property or other Repossessed Collateral is acquired as aforesaid or otherwise in connection with a default or imminent default on an SBA Loanrelated unreimbursed Servicing Advances and unpaid Servicing Fees, and the Servicer shall dispose deposit in the Principal and Interest Account the net cash proceeds 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 sale to be distributed to the SBA to the effect that such longer retention will not cause the Trust Fund to be subject to Federal income taxNoteholders in accordance with Section 5.07 hereof.

Title, Management and Disposition of Foreclosed Property. In the event that title to a Mortgaged Property or other Collateral is acquired in foreclosure, by deed in lieu of foreclosure or by other legal process(a "Foreclosed Property"), the deed or certificate of sale or the Repossessed Collateral may be taken in the name of the Trustee on behalf of the Trust for the benefit of the Certificateholders and the SBA, 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) Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the Servicer, subject to Sections 5.01 and 5.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the SBA and the 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 the same manner that 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 SBA and the 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 (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 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 five Business Days after as soon as practicable thereafter, the receipt thereofexpenses of such sale shall be paid. The Servicer shall, subject to Section 5.04, reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed Monthly Advances, and the Servicer shall deposit in the Principal and Interest Account the Unguaranteed Percentage of all revenues received with respect the net cash proceeds of such sale to be distributed to the conservation and disposition of the related Foreclosed Property or other Repossessed Collateral net of Servicing AdvancesCertificateholders in accordance with Section 6.07 hereof. In the event any 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 subject to Federal income tax.

Title, Management and Disposition of Foreclosed Property. In the event that title to a Mortgaged Property or other Collateral is acquired in foreclosure, foreclosure or by deed in lieu of foreclosure or by other legal process(a process (a "Foreclosed Property"), the deed or certificate of sale sale, or the Repossessed repossessed Collateral may shall be taken in the name of the Trustee on behalf of the Trust for the benefit of the Certificateholders Noteholders, the Certificateholders, the SBA and the SBAHedge Counterparties, as their interests may appear under the Multi-Party Agreement dated the date of this AgreementAgreement (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 Section 7(a) Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the Servicer, subject to Sections 5.01 4.01 and 5.02 4.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the SBA and SBA, the Noteholders, the Certificateholders and any Hedge 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 the same manner that 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 SBA SBA, the Noteholders, the Certificateholders and the Certificateholdersany Hedge Counterparty. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than 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. In the event any Mortgaged The disposition of Foreclosed Property or other Repossessed Collateral is acquired shall be carried out by the Servicer at such price, and upon such terms and conditions, as aforesaid or otherwise the Servicer, with SBA concurrence (if required by the SBA Rules and Regulations), deems to be in connection with a default or imminent default on an SBA Loanthe best interest of the SBA, the Servicer shall dispose Noteholders, the Certificateholders and any Hedge Counterparty. The Unguaranteed Percentage of such Mortgaged the proceeds of sale of the Foreclosed Property or other Repossessed Collateral within shall promptly, but in no event later than two years Business Days 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 receipt, be subject to Federal income tax.deposited

Title, Management and Disposition of Foreclosed Property. In the event that title to a Mortgaged Property or other Collateral is acquired in foreclosure, by deed in lieu of foreclosure or by other legal process(a "Foreclosed Property"), the deed or certificate of sale or the Repossessed Collateral may be taken in the name of the Trustee on behalf of the Trust for the benefit of the Certificateholders and the SBA, 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) Loan is assumed by the SBA pursuant to the SBA Rules and Regulations, the Servicer, subject to Sections 5.01 and 5.02 hereof, shall manage, conserve, protect and operate each Foreclosed Property or other Repossessed Collateral for the SBA and the 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 the same manner that 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 SBA and the Certificateholders. The Servicer shall cause to be deposited in the Principal and Interest Account, no later than 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 (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 5.04, reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees 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 Certificateholders in accordance with Section 6.07 hereof. In the event any 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 subject to Federal income tax.