and processing agent for Related
Property that it repossesses.
The Servicer will follow the practices and
procedures set forth in the Credit and Collection Policy in order to realize
upon such Related Property.
Without limiting the foregoing, the Servicer may
sell any such Related Property with respect any Defaulted Loan or Charged-Off
Loan to the Servicer or its Affiliates for a purchase price equal to the then
fair market value thereof; any such sale to be evidenced by a certificate of a
Responsible Officer of the Servicer delivered to the Administrative Agent
identifying the Defaulted Loan or Charged-Off Loan and the Related Property,
setting forth the sale price of the Related Property and certifying that such
sale price is the fair market value of such Related Property.
In any case in
which any such Related Property has suffered damage, the Servicer will not
expend funds in connection with any repair or toward the repossession of such
Related Property unless it reasonably determines that such repair and/or
repossession will increase the Recoveries by an amount greater than the amount
of such expenses.
The Servicer will remit to the Collection Account the
Recoveries received in connection with the sale or disposition of Related
Property with respect to a Defaulted Loan or Charged-Off Loan.
SECTION 7.7
OPTIONAL REPURCHASE OF TRANSFERRED
LOANS.
(A)
THE SERVICER MAY, AT ANY TIME, NOTIFY THE
BORROWER AND THE ADMINISTRATIVE AGENT THAT IT IS REQUESTING TO PURCHASE ANY
TRANSFERRED LOAN WITH RESPECT TO WHICH THE BORROWER OR ANY
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AFFILIATE OF THE BORROWER HAS RECEIVED NOTICE OF THE RELATED OBLIGOR'S INTENTION
TO PREPAY SUCH TRANSFERRED LOAN IN FULL WITHIN A PERIOD OF NOT MORE THAN 60 DAYS
FROM THE DATE OF SUCH NOTIFICATION.
(B)
THE SERVICER MAY, AT ITS SOLE OPTION, WITH
RESPECT TO ANY TRANSFERRED LOAN THAT IT DETERMINES, IN THE EXERCISE OF ITS
REASONABLE DISCRETION, WILL LIKELY BECOME A DEFAULTED LOAN OR A CHARGED-OFF
LOAN, OR THAT HAS BECOME A DEFAULTED LOAN OR A CHARGED-OFF LOAN, NOTIFY THE
BORROWER AND THE ADMINISTRATIVE AGENT THAT IT IS REQUESTING TO PURCHASE EACH
SUCH TRANSFERRED LOAN; PROVIDED, HOWEVER, THAT THE SERVICER SHALL NOT PURCHASE
MORE THAN SIX TRANSFERRED LOANS PURSUANT TO THIS PARAGRAPH (B) DURING THE TERM
OF THIS AGREEMENT.
(C)
THE SERVICER MAY REQUEST PURCHASE OF A
TRANSFERRED LOAN PURSUANT TO PARAGRAPH (A) OR (B) ABOVE BY PROVIDING FIVE
BUSINESS DAYS' PRIOR WRITTEN NOTICE TO BORROWER AND THE ADMINISTRATIVE AGENT.
THE BORROWER MAY AGREE TO SUCH PURCHASE WITH THE CONSENT OF THE ADMINISTRATIVE
AGENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD).
WITH RESPECT TO ANY
SUCH PURCHASE OF A TRANSFERRED LOAN, THE SERVICER SHALL, ON THE DATE OF
PURCHASE, REMIT TO THE BORROWER IN IMMEDIATELY AVAILABLE FUNDS AN AMOUNT EQUAL
TO THE REPURCHASE PRICE THEREFOR.
UPON EACH PURCHASE OF A TRANSFERRED LOAN BY
THE SERVICER PURSUANT TO THIS SECTION 7.7, THE BORROWER SHALL AUTOMATICALLY AND
WITHOUT FURTHER ACTION BE DEEMED TO TRANSFER, ASSIGN AND SET-OVER TO THE
SERVICER ALL THE RIGHT, TITLE AND INTEREST OF THE BORROWER IN,