ANY MATERIAL ACTION, SUIT, PROCEEDING,
DISPUTE, OFFSET DEDUCTION, DEFENSE OR COUNTERCLAIM THAT IS OR IS THREATENED TO
BE (1) ASSERTED BY AN OBLIGOR WITH
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RESPECT TO ANY TRANSFERRED LOAN; OR (2) REASONABLY EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT; AND
(C)
THE BORROWER AND SERVICER HEREBY
ACKNOWLEDGE THAT THE SECURED PARTIES, THE ADMINISTRATIVE AGENT AND THE
COLLATERAL CUSTODIAN SHALL NOT HAVE ANY OBLIGATION OR LIABILITY WITH RESPECT TO
ANY TRANSFERRED LOANS, NOR SHALL ANY OF THEM BE OBLIGATED TO PERFORM ANY OF THE
OBLIGATIONS OF THE SERVICER HEREUNDER.
SECTION 7.3
AUTHORIZATION OF THE SERVICER.
(A)
EACH OF THE BORROWER, EACH MANAGING AGENT,
ON BEHALF OF ITSELF AND THE RELATED LENDERS, THE ADMINISTRATIVE AGENT AND EACH
HEDGE COUNTERPARTY HEREBY AUTHORIZES THE SERVICER (INCLUDING ANY SUCCESSOR
THERETO) TO TAKE ANY AND ALL REASONABLE STEPS IN ITS NAME AND ON ITS BEHALF
NECESSARY OR DESIRABLE AND NOT INCONSISTENT WITH THE PLEDGE OF THE TRANSFERRED
LOANS TO THE LENDER, EACH HEDGE COUNTERPARTY, AND THE COLLATERAL CUSTODIAN, IN
THE DETERMINATION OF THE SERVICER, TO COLLECT ALL AMOUNTS DUE UNDER ANY AND ALL
TRANSFERRED LOANS, INCLUDING, WITHOUT LIMITATION, ENDORSING ANY OF THEIR NAMES
ON CHECKS AND OTHER INSTRUMENTS REPRESENTING COLLECTIONS, EXECUTING AND
DELIVERING ANY AND ALL INSTRUMENTS OF SATISFACTION OR CANCELLATION, OR OF
PARTIAL OR FULL RELEASE OR DISCHARGE, AND ALL OTHER COMPARABLE INSTRUMENTS, WITH
RESPECT TO THE TRANSFERRED LOANS AND, AFTER THE DELINQUENCY OF ANY TRANSFERRED
LOAN AND TO THE EXTENT PERMITTED UNDER AND IN COMPLIANCE WITH APPLICABLE LAW, TO
COMMENCE PROCEEDINGS WITH RESPECT TO ENFORCING PAYMENT THEREOF, TO THE SAME
EXTENT AS THE ORIGINATOR COULD HAVE DONE IF IT HAD CONTINUED TO OWN SUCH LOAN.
THE BORROWER SHALL FURNISH THE SERVICER (AND ANY SUCCESSORS THERETO) WITH ANY
POWERS OF ATTORNEY AND OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO ENABLE THE
SERVICER TO CARRY OUT ITS SERVICING AND ADMINISTRATIVE DUTIES HEREUNDER, AND
SHALL COOPERATE WITH THE SERVICER TO THE FULLEST EXTENT IN ORDER TO ENSURE THE
COLLECTIBILITY OF THE TRANSFERRED LOANS.
IN NO EVENT SHALL THE SERVICER BE
ENTITLED TO MAKE THE BORROWER, ANY LENDER, ANY MANAGING AGENT, ANY HEDGE
COUNTERPARTY, THE COLLATERAL CUSTODIAN OR THE ADMINISTRATIVE AGENT A PARTY TO
ANY LITIGATION WITHOUT SUCH PARTY'S EXPRESS PRIOR WRITTEN CONSENT, OR TO MAKE
THE BORROWER A PARTY TO ANY LITIGATION (OTHER THAN ANY ROUTINE FORECLOSURE OR
SIMILAR COLLECTION PROCEDURE) WITHOUT THE ADMINISTRATIVE AGENT'S CONSENT.
(B)
AFTER AN EARLY TERMINATION EVENT HAS
OCCURRED AND IS CONTINUING, AT THE ADMINISTRATIVE AGENT'S DIRECTION, THE
SERVICER SHALL TAKE SUCH ACTION AS THE ADMINISTRATIVE AGENT MAY DEEM NECESSARY
OR ADVISABLE TO ENFORCE COLLECTION OF THE TRANSFERRED LOANS; PROVIDED, HOWEVER,
THAT THE ADMINISTRATIVE AGENT MAY, AT ANY TIME THAT AN EARLY TERMINATION EVENT
HAS OCCURRED AND IS CONTINUING, NOTIFY ANY OBLIGOR WITH RESPECT TO ANY
TRANSFERRED LOANS OF THE ASSIGNMENT OF SUCH TRANSFERRED LOANS TO THE
ADMINISTRATIVE AGENT AND DIRECT THAT PAYMENTS OF ALL AMOUNTS DUE OR TO BECOME
DUE TO THE BORROWER THEREUNDER BE MADE DIRECTLY TO THE ADMINISTRATIVE AGENT OR
ANY SERVICER, COLLECTION AGENT OR LOCK-BOX OR OTHER