reviews and audits.
SECTION 7.16
MERGER OR CONSOLIDATION OF THE SERVICER.
The Servicer shall not consolidate with or merge into any other Person or convey
or transfer its properties and assets substantially as an entirety to any Person
and unless:
(I)
THE PERSON FORMED BY SUCH CONSOLIDATION OR INTO WHICH THE
SERVICER IS MERGED OR THE PERSON THAT ACQUIRES BY CONVEYANCE OR TRANSFER THE
PROPERTIES AND ASSETS OF THE SERVICER SUBSTANTIALLY AS AN ENTIRETY SHALL BE, IF
THE SERVICER IS NOT THE SURVIVING ENTITY, ORGANIZED AND EXISTING UNDER THE LAWS
OF THE UNITED STATES OR ANY STATE OR THE DISTRICT OF COLUMBIA AND SHALL
EXPRESSLY ASSUME, BY AN AGREEMENT SUPPLEMENTAL HERETO, EXECUTED AND DELIVERED TO
THE BORROWER AND THE ADMINISTRATIVE AGENT IN FORM SATISFACTORY TO THE BORROWER
AND THE ADMINISTRATIVE AGENT, THE PERFORMANCE OF EVERY COVENANT AND
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OBLIGATION OF THE SERVICER HEREUNDER (TO THE EXTENT THAT ANY RIGHT, COVENANT OR
OBLIGATION OF THE SERVICER, AS APPLICABLE HEREUNDER, IS INAPPLICABLE TO THE
SUCCESSOR ENTITY, SUCH SUCCESSOR ENTITY SHALL BE SUBJECT TO SUCH COVENANT OR
OBLIGATION, OR BENEFIT FROM SUCH RIGHT, AS WOULD APPLY, TO THE EXTENT
PRACTICABLE, TO SUCH SUCCESSOR ENTITY);
(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 AND SUCH FAILURE SHALL CONTINUE FOR TWO
(2) BUSINESS DAYS;
(II)
ANY FAILURE BY THE SERVICER TO GIVE INSTRUCTIONS OR NOTICE TO THE
BORROWER, ANY MANAGING AGENT 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