Common use of Administrative Services Agreement Clause in Contracts

Administrative Services Agreement. Simultaneously with the execution of this Agreement, the Company shall enter into the Administrative Services Agreement with the Administrative Services Provider. Subject to the next following sentence, the Administrative Services Provider shall be an Affiliate of CCE that is designated by CCE and is qualified to perform the duties required of it under the Administrative Services Agreement. Members holding not less than a majority of the Class B Membership Interests shall have the right (but not the obligation) to designate a replacement Administrative Services Provider (that may be an Affiliate of ETP) by written notice to CCE and the then current Administrative Services Provider, which replacement shall be effective immediately or at such other time as shall be specified in such written notice to CCE and the Administrative Services Provider, (i) upon the Administrative Service Provider’s material breach of its obligations under the Administrative Services Agreement, and the Administrative Service Provider’s failure to cure such breach within 60 days following the Administrative Service Provider’s receipt of written notice from the Company setting forth in reasonable detail the relevant conduct or failure, (ii) upon any of the representations and warranties of the Administrative Service Provider contained in the Administrative Services Agreement proving to be materially false, incomplete or misleading, and not reasonably subject to cure in a manner that will result in no material harm to the Company, (iii) upon the Administrative Service Provider committing a material violation of any law applicable to Company or any Company Subsidiary, (iv) if SUG, or its Affiliates, cease to own beneficially at least a majority of the Class A Membership Interests or (v) in the event of a failure by the Company or any Company Subsidiary to pay principal or interest as and when due under any credit facility (subject to applicable grace periods). It is expressly understood and agreed that the foregoing provisions shall be in addition to, and shall not otherwise limit, any other remedies that may be available to the Company or any other Member (other than CCE or any of its Affiliates) upon any breach of the Administrative Services Agreement by the Administrative Services Provider, CCE or any of its Affiliates. In the case of any such replacement, CCE shall cause its Affiliate Administrative Services Provider to cooperate fully in the transition to such new Administrative Services Provider.

Administrative Services Agreement. Simultaneously with (a) Within a reasonable period of time following the execution of this the Agreement, the Company and the Company Subsidiary shall enter into into, and shall maintain in effect, an administrative services agreement (the Administrative Services Agreement with the Administrative Services Provider. Subject to the next following sentence, the Administrative Services Provider shall be an Affiliate of CCE that is designated by CCE and is qualified to perform the duties required of it under the "Administrative Services Agreement") reasonably acceptable to the Bank, which covers the provision by the Company of any and all administrative services necessary or helpful for the Company Subsidiary to operate its business and for the payment by the Company Subsidiary to the Company of reasonable compensation for those services. Members holding not less than a majority Those services shall include, without limitation, the handling of such matters as: closing of purchases of Mortgage Loans; safe-keeping and administration of Mortgage Loan Documents; processing of and record-keeping for Mortgage Loan payments; insurance; government reporting; Mortgage Loan administration and collection; and compliance with this Agreement. (b) In the event that the terms of the Class B Membership Interests Administrative Security Agreement should conflict with the terms of this Agreement or with the terms of the Lock-box Agreement, the terms of this Agreement or of the Lock-box Agreement shall prevail. (c) The Company is the servicer of the Pledged Mortgage Loans pursuant to a servicing agreement between the Company and each Company Subsidiary. Upon an Event of Default, (i) Bank shall have the right (but not to terminate the obligation) servicing agreement and transfer servicing to designate a replacement Administrative Services Provider (that may be an Affiliate of ETP) by written notice to CCE and the then current Administrative Services Provider, which replacement shall be effective immediately or at such other time as shall be specified in such written notice to CCE and the Administrative Services Provider, (i) upon the Administrative Service Provider’s material breach of its obligations under the Administrative Services Agreement, and the Administrative Service Provider’s failure to cure such breach within 60 days following the Administrative Service Provider’s receipt of written notice from the Company setting forth in reasonable detail the relevant conduct or failuredesignee, (ii) upon any the Company will servicer the Pledged Mortgage Loans for the benefit of the representations and warranties Bank as if the Bank was the owner of the Administrative Service Provider contained Pledged Mortgage Loans until such time as the Bank terminates the servicing agreement, (ii) the Company will cooperate with the Bank to effect a transfer of the servicing of the Pledged Mortgage Loans in connection with the Bank's termination of the servicing agreement. (d) The Company covenants to maintain or cause the servicing of the Pledged Mortgage Loans to be maintained in conformity with reasonable and customary servicing practices in the Administrative Services Agreement proving to be materially false, incomplete or misleading, industry for the same type of mortgage loans as the Pledged Mortgage Loans and not reasonably subject to cure in a manner that will result at least equal in no material harm quality to the Company, (iii) upon the Administrative Service Provider committing a material violation of any law applicable to Company or any Company Subsidiary, (iv) if SUG, or its Affiliates, cease to own beneficially at least a majority of the Class A Membership Interests or (v) in the event of a failure by servicing the Company or any Company Subsidiary to pay principal or interest as and when due under any credit facility (subject to applicable grace periods). It is expressly understood and agreed that the foregoing provisions shall be in addition to, and shall not otherwise limit, any other remedies that may be available to the Company or any other Member (other than CCE or any of its Affiliates) upon any breach of the Administrative Services Agreement by the Administrative Services Provider, CCE or any of its Affiliatesprovides for mortgage loans which it owns. In the case event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of any such replacement, CCE shall cause its Affiliate Administrative Services Provider to cooperate fully in (i) an Event of Default or (ii) the transition to such new Administrative Services Providerdate on which this Agreement terminates.

Administrative Services Agreement. Simultaneously with No later than the execution of this AgreementEquity Closing, the Company shall enter into the Administrative Services Agreement with the Administrative Services Provider. Subject to the next following sentence, the Administrative Services Provider shall be an Affiliate of CCE that is designated by CCE and is qualified to perform the duties required of it under the Administrative Services Agreement. Members holding not less than a majority of the Class B Membership Interests shall have the right (but not the obligation) to designate a replacement Administrative Services Provider (that may be an Affiliate of ETPEFS) by written notice to CCE and the then current Administrative Services Provider, which replacement shall be effective immediately or at such other time as shall be specified in such written notice to CCE and the Administrative Services Provider, (i) upon the Administrative Service Provider’s 's material breach of its obligations under the Administrative Services Agreement, and the Administrative Service Provider’s 's failure to cure such breach within 60 days following the Administrative Service Provider’s 's receipt of written notice from the Company setting forth in reasonable detail the relevant conduct or failure, (ii) upon any of the representations and warranties of the Administrative Service Provider contained in the Administrative Services Agreement proving to be materially false, incomplete or misleading, and not reasonably subject to cure in a manner that will result in no material harm to the Company, (iii) upon the Administrative Service Provider committing a material violation of any law applicable to Company or any Company Subsidiary, (iv) if SUG, or its Affiliates, cease to own beneficially at least a majority 80% of the Class A Membership Interests Interests, (v) in the event that no dividends have been declared and paid by each of the Company and Transwestern Holding Company, Inc. (or its successor limited liability company) for a period of eight consecutive fiscal quarters, unless the Executive Committee has unanimously agreed that no such dividends will be paid or (vvi) in the event of a failure by the Company or any Company Subsidiary to pay principal or interest as and when due under any credit facility (subject to applicable grace periods). It is expressly understood and agreed that the foregoing provisions shall be in addition to, and shall not otherwise limit, any other remedies that may be available to the Company or any other Member (other than CCE or any of its Affiliates) upon any breach of the Administrative Services Agreement by the Administrative Services Provider, CCE or any of its Affiliates. In the case of any such replacement, CCE shall cause its Affiliate Administrative Services Provider to cooperate fully in the transition to such new Administrative Services Provider.