to the contrary herein, in the event that a Successor
Servicer is appointed Servicer, the Servicing Fee shall equal the market rate
for comparable servicing duties to be fixed upon the date of such appointment by
such Successor Servicer with the consent of the Administrative Agent (the
"Market Servicing Fee").
ARTICLE VIII
EARLY TERMINATION EVENTS
SECTION 8.1
EARLY TERMINATION EVENTS.
If any of the following events (each, an "Early Termination Event") shall occur
and be continuing:
(A)
THE BORROWER SHALL DEFAULT IN THE PAYMENT OF ANY AMOUNT REQUIRED
TO BE MADE UNDER THE TERMS OF THIS AGREEMENT; OR
(B)
THE BORROWING BASE TEST SHALL NOT BE MET, AND SUCH FAILURE SHALL
CONTINUE FOR MORE THAN TWO (2) BUSINESS DAYS; OR
(C)
(I) THE BORROWER SHALL FAIL TO PERFORM OR OBSERVE IN ANY MATERIAL
RESPECT ANY OTHER COVENANT OR OTHER AGREEMENT OF THE BORROWER SET FORTH IN THIS
AGREEMENT AND ANY OTHER
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TRANSACTION DOCUMENT TO WHICH IT IS A PARTY, OR (II) THE ORIGINATOR SHALL FAIL
TO PERFORM OR OBSERVE IN ANY MATERIAL RESPECT ANY TERM, COVENANT OR AGREEMENT OF
SUCH ORIGINATOR SET FORTH IN ANY OTHER TRANSACTION DOCUMENT TO WHICH IT IS A
PARTY, IN EACH CASE WHEN SUCH FAILURE CONTINUES UNREMEDIED FOR MORE THAN 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 SUCH
PERSON BY THE ADMINISTRATIVE AGENT, ANY MANAGING AGENT OR THE COLLATERAL
CUSTODIAN AND (II) THE DATE ON WHICH SUCH PERSON BECOMES OR SHOULD HAVE BECOME
AWARE THEREOF; OR
(D)
ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE HEREUNDER SHALL
PROVE TO BE INCORRECT IN ANY MATERIAL RESPECT AS OF THE TIME WHEN THE SAME SHALL
HAVE BEEN MADE; OR
(E)
AN INSOLVENCY EVENT SHALL OCCUR WITH RESPECT TO THE BORROWER OR
THE ORIGINATOR; OR
(F)
A SERVICER TERMINATION EVENT OCCURS; OR
(G)
ANY CHANGE-IN-CONTROL OF THE BORROWER OR ORIGINATOR OCCURS; OR
(H)
THE BORROWER OR THE SERVICER DEFAULTS IN MAKING ANY PAYMENT
REQUIRED TO BE MADE UNDER ANY MATERIAL AGREEMENT FOR BORROWED MONEY TO WHICH
EITHER IS A PARTY AND SUCH DEFAULT IS NOT CURED WITHIN THE RELEVANT CURE PERIOD;
OR
(I)
THE ADMINISTRATIVE AGENT, AS AGENT FOR THE SECURED PARTIES, SHALL
FAIL FOR ANY REASON TO HAVE A VALID AND PERFECTED FIRST PRIORITY SECURITY
INTEREST IN ANY OF THE COLLATERAL; OR
(J)
(I) A FINAL JUDGMENT FOR THE PAYMENT OF MONEY IN EXCESS OF (A)
$5,000,000 SHALL HAVE BEEN RENDERED AGAINST THE ORIGINATOR OR (B) $100,000
AGAINST THE BORROWER BY A COURT OF COMPETENT JURISDICTION AND, IF SUCH JUDGMENT
RELATES TO THE ORIGINATOR, SUCH JUDGMENT, DECREE OR ORDER SHALL CONTINUE
UNSATISFIED AND IN EFFECT FOR ANY PERIOD OF 30 CONSECUTIVE DAYS WITHOUT A STAY
OF EXECUTION, OR (II) THE ORIGINATOR OR THE BORROWER, AS THE CASE MAY BE, SHALL
HAVE MADE PAYMENTS OF AMOUNTS IN EXCESS OF $5,000,000 OR $50,000, RESPECTIVELY,
IN SETTLEMENT OF ANY LITIGATION; OR
(K)
THE BORROWER OR