WOULD APPLY, TO THE
EXTENT PRACTICABLE, TO SUCH SUCCESSOR ENTITY);
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(II)
THE SERVICER SHALL HAVE DELIVERED TO THE
BORROWER AND THE ADMINISTRATIVE AGENT AN OFFICER'S CERTIFICATE THAT SUCH
CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER AND SUCH SUPPLEMENTAL AGREEMENT
COMPLY WITH THIS SECTION 7.16 AND THAT ALL CONDITIONS PRECEDENT HEREIN PROVIDED
FOR RELATING TO SUCH TRANSACTION HAVE BEEN COMPLIED WITH AND AN OPINION OF
COUNSEL THAT SUCH SUPPLEMENTAL AGREEMENT IS LEGAL, VALID AND BINDING WITH
RESPECT TO THE SUCCESSOR ENTITY AND THAT THE ENTITY SURVIVING SUCH
CONSOLIDATION, CONVEYANCE OR TRANSFER IS ORGANIZED AND EXISTING UNDER THE LAWS
OF THE UNITED STATES OR ANY STATE OR THE DISTRICT OF COLUMBIA.
THE BORROWER AND
THE ADMINISTRATIVE AGENT SHALL RECEIVE PROMPT WRITTEN NOTICE OF SUCH MERGER OR
CONSOLIDATION OF THE SERVICER; AND
(III)
AFTER GIVING EFFECT THERETO, NO EARLY
TERMINATION EVENT, UNMATURED TERMINATION EVENT OR SERVICER TERMINATION EVENT
SHALL HAVE OCCURRED.
SECTION 7.17
IDENTIFICATION OF RECORDS.
The Servicer shall clearly and unambiguously identify each Loan that is part of
the Collateral and the Related Property in its computer or other records to
reflect that the interest in such Loans and Related Property have been
transferred to and are owned by the Borrower and that the Administrative Agent
has the interest therein granted by Borrower pursuant to this Agreement.
SECTION 7.18
SERVICER TERMINATION EVENTS.
(A)
IF ANY ONE OF THE FOLLOWING EVENTS (A
"SERVICER TERMINATION EVENT") SHALL OCCUR AND BE CONTINUING ON ANY DAY:
(I)
ANY FAILURE BY THE SERVICER TO MAKE ANY
PAYMENT, TRANSFER OR DEPOSIT AS REQUIRED BY THIS AGREEMENT;
(II)
ANY FAILURE BY THE SERVICER TO GIVE
INSTRUCTIONS OR NOTICE TO THE BORROWER, ANY MANAGING AGENT, CONCORD AND/OR THE
ADMINISTRATIVE AGENT AS REQUIRED BY THIS AGREEMENT OR TO DELIVER ANY REQUIRED
REPORTS HEREUNDER ON OR BEFORE THE DATE OCCURRING TWO BUSINESS DAYS AFTER THE
DATE SUCH INSTRUCTIONS, NOTICE OR REPORT IS REQUIRED TO BE MADE OR GIVEN, AS THE
CASE MAY BE, UNDER THE TERMS OF THIS AGREEMENT;
(III)
ANY FAILURE ON THE PART OF THE SERVICER DULY
TO OBSERVE OR PERFORM IN ANY MATERIAL RESPECT ANY OTHER COVENANTS OR AGREEMENTS
OF THE SERVICER SET FORTH IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT TO
WHICH IT IS A PARTY AS SERVICER THAT CONTINUES UNREMEDIED FOR A PERIOD OF FIVE
(5) DAYS AFTER THE FIRST TO OCCUR OF (I) THE DATE ON WHICH WRITTEN NOTICE OF
SUCH FAILURE REQUIRING THE SAME TO BE REMEDIED SHALL HAVE BEEN GIVEN TO THE
SERVICER BY THE ADMINISTRATIVE AGENT, ANY MANAGING AGENT OR THE BORROWER AND
(II) THE DATE ON WHICH THE SERVICER BECOMES OR SHOULD HAVE BECOME AWARE THEREOF;
(IV)
ANY REPRESENTATION, WARRANTY OR CERTIFICATION
MADE BY THE SERVICER IN THIS AGREEMENT OR IN ANY CERTIFICATE DELIVERED PURSUANT
TO THIS AGREEMENT SHALL PROVE TO HAVE BEEN FALSE OR INCORRECT IN ANY MATERIAL
RESPECT WHEN MADE;
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(V)
THE SERVICER SHALL FAIL TO SERVICE THE
TRANSFERRED LOANS IN ACCORDANCE WITH THE CREDIT AND COLLECTION POLICY;
(VI)
AN INSOLVENCY EVENT SHALL OCCUR WITH RESPECT
TO