EOD Procedures Sample Clauses

EOD Procedures. (i) Solely with respect to the initial Servicer (or its permitted assigns), to the extent one or more Material EODs have occurred and are continuing under any Loan Document and Servicer delivers a Servicer Transfer Notice (as defined in the Servicer Agreement) to the Company and F45 in accordance with the terms of the Servicer Agreement, then F45 and the Company shall cooperate in good faith with CSG and Servicer to promptly consummate the Servicer Transfer (as defined in the Servicer Agreement) and shall execute and deliver such further instruments and documents and do such further acts and things as reasonably requested by Servicer or CSG in furtherance thereof. (ii) If the initial Servicer fails to deliver a Service Transfer Notice within (30) days of an EOD Declaration (or if the initial Servicer notifies F45 that it does not intend to consummate a Servicer Transfer), then F45 may elect, upon written notice delivered to CSG within thirty (30) days of receiving such notice or, if applicable, the expiration of the EOD Period (the “F45 Transfer Notice”), to acquire, directly or indirectly, all or a portion of the Collateral (including, without limitation, the equity interests of the Borrower) for the EOD Purchase Price (an “F45 Transfer”). If F45 does not deliver the F45 Transfer Notice within such period (or if F45 notifies CSG that it does not intend to consummate a F45 Transfer), then CSG and F45 may mutually agree to cause the Company to exercise any other enforcement actions or remedies available to the Company (including, without limitation, the acquisition, set-off, foreclosure or sale of all or a portion of the Collateral) under the applicable Loan Documents or applicable law with respect to the applicable EOD. (iii) As used in this Section 3.6(b), the “EOD Purchase Price” means an amount equal to the outstanding principal amount of the applicable Loan (together with any accrued but unpaid interest thereon).