COMMENCE OR
OTHERWISE INITIATE ANY BANKRUPTCY ACTION
(OR JOIN ANY OTHER PERSON IN SO DOING)
AGAINST THE BORROWER OR ITS ASSETS OR OTHERWISE REALIZE OR SEEK TO REALIZE UPON
ALL OR ANY PART OF THE COLLATERAL WITHOUT THE PRIOR WRITTEN CONSENT OF THE
SERVICER OR AS EXPRESSLY AUTHORIZED HEREUNDER. IN THE EVENT THAT FOLLOWING THE
OCCURRENCE OF A LOAN DEFAULT, THE SERVICER MAY FROM TIME TO TIME EXECUTE
RELEASES, PARTIAL RELEASES, TERMINATIONS, RECONVEYANCES, SUBORDINATIONS OR OTHER
DOCUMENTS RELEASING OR OTHERWISE LIMITING THE SERVICER'S INTERESTS IN THE
COLLATERAL IN CONNECTION WITH THE EXERCISE OF THE SERVICER'S REMEDIES OR THE
REFINANCING OF THE DEFAULTED LOAN, THE SPONSOR AGREES TO EXECUTE AND DELIVER AT
SUCH TIME SUCH FURTHER DOCUMENTS AS THE SERVICER MAY REQUIRE TO EFFECT A
CORRESPONDING CHANGE TO THE SPONSOR'S POSITION IN THE SAME COLLATERAL.
IN THE EVENT THAT THE LOAN INDEBTEDNESS OF ANY DEFAULTED LOAN IS NOT REPAID OR
REPURCHASED BY THE SPONSOR AS SET FORTH HEREIN, THE SERVICER, ON BEHALF OF THE
PARTICIPANTS, SHALL HAVE THE EXCLUSIVE RIGHT TO EXERCISE AND ENFORCE ALL
PRIVILEGES AND RIGHTS WITH RESPECT TO THE COLLATERAL ACCORDING TO THE SERVICER'S
DISCRETION AND THE EXERCISE OF ITS BUSINESS JUDGMENT, INCLUDING, WITHOUT
LIMITATION, THE EXCLUSIVE RIGHT TO TAKE OR RETAKE CONTROL OR POSSESSION OF SUCH
COLLATERAL AND TO HOLD, PREPARE FOR SALE, PROCESS, SELL, LEASE, DISPOSE OF, OR
LIQUIDATE SUCH COLLATERAL.
ONLY THE SERVICER, ACTING ON BEHALF OF THE PARTICIPANTS, SHALL HAVE THE RIGHT TO
RESTRICT OR PERMIT, OR APPROVE OR DISAPPROVE, THE SALE, TRANSFER OR OTHER
DISPOSITION OF COLLATERAL FOLLOWING THE OCCURRENCE OF A LOAN DEFAULT WHERE THE
LOAN INDEBTEDNESS IS NOT REPAID OR REPURCHASED BY THE SPONSOR IN ACCORDANCE WITH
THE TERMS HEREOF.
IN THE EVENT THE SERVICER RELEASES ITS LIENS ON ALL OR ANY
PART OF THE COLLATERAL, THE SPONSOR WILL, IMMEDIATELY UPON THE REQUEST OF THE
SERVICER, RELEASE ITS LIENS UPON THE SAME COLLATERAL, BUT ONLY TO THE EXTENT
SUCH COLLATERAL IS SOLD OR OTHERWISE DISPOSED OF BY THE BORROWER WITH THE
CONSENT OF THE SERVICER
OR IN A COMMERCIALLY REASONABLE MANNER BY THE SERVICER
OR ITS AGENTS.
THE SPONSOR WILL IMMEDIATELY DELIVER SUCH RELEASES,
ACKNOWLEDGMENTS AND OTHER DOCUMENTS AS THE SERVICER MAY REQUIRE IN CONNECTION
THEREWITH.
(I)
IN EXERCISING ITS RIGHTS PURSUANT TO THIS SECTION 10.13, THE SERVICER
AGREES THAT IT WILL NOT RELEASE LIENS OR COLLATERAL OR COMMENCE ENFORCEMENT
ACTIONS UNDER THE LOAN DOCUMENTS WITHOUT THE DIRECTION OF THE REQUIRED
PARTICIPANTS.
THE SERVICER AGREES TO ADMINISTER THE LOAN DOCUMENTS AND THE
COLLATERAL AND TO MAKE SUCH DEMANDS AND GIVE SUCH NOTICES THEREUNDER AS THE
REQUIRED PARTICIPANTS MAY REQUEST AND TO TAKE SUCH ACTION TO ENFORCE THE LOAN
DOCUMENTS AND TO REALIZE UPON, COLLECT AND DISPOSE OF THE COLLATERAL AS THE
REQUIRED PARTICIPANTS MAY DIRECT.
THE SERVICER SHALL NOT BE REQUIRED TO TAKE
ANY ACTION THAT IS, IN ITS OPINION, CONTRARY TO LAW OR THE TERMS OF THE LOAN
DOCUMENTS OR THE OPERATIVE DOCUMENTS OR THAT WOULD, IN THE OPINION OF THE
SERVICER, SUBJECT IT OR ANY OF ITS OFFICERS,