THE SERVICER;
(VII)
THE SERVICER AGREES TO MATERIALLY ALTER THE
CREDIT AND COLLECTION POLICY WITHOUT THE PRIOR WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT;
(VIII)
ANY FINANCIAL OR ASSET INFORMATION REASONABLY
REQUESTED BY THE ADMINISTRATIVE AGENT OR ANY MANAGING AGENT AS PROVIDED HEREIN
IS NOT PROVIDED AS REQUESTED WITHIN FIVE (5) BUSINESS DAYS (OR SUCH LONGER
PERIOD AS THE ADMINISTRATIVE AGENT OR SUCH MANAGING AGENT MAY CONSENT TO) OF THE
RECEIPT BY THE SERVICER OF SUCH REQUEST;
(IX)
THE RENDERING AGAINST THE SERVICER OF A
FINAL JUDGMENT, DECREE OR ORDER FOR THE PAYMENT OF MONEY IN EXCESS OF U.S.
$5,000,000 (INDIVIDUALLY OR IN THE AGGREGATE) AND THE CONTINUANCE OF SUCH
JUDGMENT, DECREE OR ORDER UNSATISFIED AND IN EFFECT FOR ANY PERIOD OF 30
CONSECUTIVE DAYS WITHOUT A STAY OF EXECUTION;
(X)
THE FAILURE OF THE SERVICER TO MAKE ANY
PAYMENT DUE WITH RESPECT TO AGGREGATE RECOURSE DEBT OR OTHER OBLIGATIONS WITH AN
AGGREGATE PRINCIPAL AMOUNT EXCEEDING U.S. $1,000,000 OR THE OCCURRENCE OF ANY
EVENT OR CONDITION THAT WOULD PERMIT ACCELERATION OF SUCH RECOURSE DEBT OR OTHER
OBLIGATIONS IF SUCH EVENT OR CONDITION HAS NOT BEEN WAIVED;
(XI)
ANY GUARANTOR EVENT OF DEFAULT SHALL OCCUR;
(XII)
ANY MATERIAL ADVERSE CHANGE OCCURS IN THE
FINANCIAL CONDITION OF THE SERVICER OR THE COLLECTIBILITY OF THE TRANSFERRED
LOANS; OR
(XIII)
ANY CHANGE-IN-CONTROL OF THE SERVICER IS MADE
WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER AND THE ADMINISTRATIVE AGENT;
then, notwithstanding anything herein to the contrary, so long as any such
Servicer Termination Events shall not have been remedied at the expiration of
any applicable cure period, the Administrative Agent may, or at the direction of
the Required Lenders shall, by written notice to the Servicer and the Backup
Servicer (a "Termination Notice"), subject to the provisions of Section 7.19,
terminate all of the rights and obligations of the Servicer as Servicer under
this Agreement.
The Borrower shall pay all reasonable set-up and conversion
costs associated with the transfer of servicing rights to the Successor
Servicer.
SECTION 7.19
APPOINTMENT OF SUCCESSOR SERVICER.
(A)
ON AND AFTER THE RECEIPT BY THE SERVICER OF
A TERMINATION NOTICE PURSUANT TO SECTION 7.18, THE SERVICER SHALL CONTINUE TO
PERFORM ALL SERVICING FUNCTIONS UNDER THIS AGREEMENT UNTIL THE DATE SPECIFIED IN
THE TERMINATION NOTICE OR OTHERWISE SPECIFIED BY THE ADMINISTRATIVE AGENT, TO
THE SERVICER AND THE BACKUP SERVICER IN WRITING.
THE ADMINISTRATIVE AGENT MAY
AT THE TIME DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE IN ITS SOLE
DISCRETION, APPOINT THE BACKUP
60
SERVICER AS THE SERVICER HEREUNDER, AND THE BACKUP SERVICER SHALL WITHIN SEVEN
(7) DAYS ASSUME ALL OBLIGATIONS OF THE SERVICER HEREUNDER, AND ALL AUTHORITY AND
POWER OF THE SERVICER UNDER THIS AGREEMENT SHALL PASS TO AND BE VESTED IN THE
BACKUP SERVICER; PROVIDED, HOWEVER, THAT ANY SUCCESSOR SERVICER (INCLUDING,
WITHOUT LIMITATION, THE BACKUP SERVICER) SHALL NOT (I) BE RESPONSIBLE OR LIABLE
FOR ANY PAST ACTIONS OR OMISSIONS OF THE OUTGOING SERVICER OR (II) BE OBLIGATED
TO MAKE SERVICER ADVANCES.
THE ADMINISTRATIVE AGENT MAY APPOINT (I) THE BACKUP
SERVICER