Common use of TransCentra Sub-Servicing Agreement Clause in Contracts

TransCentra Sub-Servicing Agreement. The Servicer may delegate its duties and obligations to process cash, checks, instruments or other remittances received from time to time in the TransCentra Serviced Lock-Boxes to TransCentra pursuant to the terms of the TransCentra Sub-Servicing Agreement; provided, however, that: (i) the Servicer shall remain primarily and directly liable hereunder for the performance of such delegated duties and obligations of the Servicer, and (ii) the Sellers, the Administrative Agents, the Purchaser Agents, the Collateral Agent and the Purchasers shall have the right to look solely to the Servicer for performance of such delegated duties and obligations of the Servicer. Notwithstanding the foregoing and in addition to the Administrative Agents’ and the Collateral Agent’s other rights and remedies hereunder and under applicable law, if an Event of Termination, Non-Reinvestment Event or Collection Control Event has occurred and remains continuing, then, upon the written direction of the Required Purchasers or any Administrative Agent, the Collateral Agent shall instruct the Servicer to, and the Servicer shall promptly (but not later than two Business Days following such instruction) if so instructed, do either of the following, as selected by the Administrative Agents (acting jointly and in their joint discretion): (A) immediately terminate TransCentra’s right to access and control the TransCentra Serviced Lock-Boxes and any cash, checks, instruments or other remittances received from time to time therein and provide the Collateral Agent or its designee with the exclusive right to access and control the TransCentra Serviced Lock-Boxes and any cash, checks, instruments or other remittances received from time to time therein (including by delivering written instructions to such effect to the post office or postmaster maintaining the TransCentra Serviced Lock-Boxes), or (B) deliver to the Collateral Agent and each Administrative Agent a written agreement in form and substance acceptable to the Administrative Agents (in their sole discretion) executed by the Servicer and TransCentra, pursuant to which TransCentra acknowledges and agrees (x) to the Sellers’ and the Collateral Agent’s ownership and security interests in the cash, checks, instruments or other remittances received from time to time in the TransCentra Serviced Lock-Boxes, (y) that TransCentra has no Adverse Claim on, or other right to, any cash, checks, instruments or other remittances received from time to time in the TransCentra Serviced Lock-Boxes and (z) that TransCentra shall follow the Collateral Agent’s instructions under the TransCentra Sub-Servicing Agreement (including, without limitation, with respect to the processing and deposit of such remittances and the TransCentra Serviced Lock-Boxes), rather than those of the Servicer or its Affiliates. The Sellers and the Servicer shall take any further action that the Collateral Agent or any Administrative Agent may reasonably request to effect the transactions described in the foregoing sentence.

TransCentra Sub-Servicing Agreement. The Servicer may delegate its duties and obligations to process cash, checks, instruments instruments, or other remittances received from time to time in the TransCentra Serviced Lock-Boxes to TransCentra pursuant to the terms of the TransCentra Sub-Servicing Agreement; provided, however, that: (i) the Servicer shall remain primarily and directly liable hereunder for the performance of such delegated duties and obligations of the Servicer, and (ii) the Sellers, the Administrative AgentsAgent, the Purchaser Agents, the Collateral Agent Agent, and the Purchasers shall have the right to look solely to the Servicer for performance of such delegated duties and obligations of the Servicer. Notwithstanding the foregoing and in addition to the Administrative Agents’ Agent’s and the Collateral Agent’s other rights and remedies hereunder and under applicable law, if an Event of Termination, Non-Reinvestment Event Event, or Collection Control Event has occurred and remains continuing, then, upon the written direction of the Required Purchasers or any Administrative AgentPurchasers, the Collateral Agent shall instruct the Servicer to, and the Servicer shall promptly (but not later than two (2) Business Days following such instruction) if so instructed, do either of the following, as selected by the Administrative Agents (acting jointly and in their joint discretion): Agent: (A) immediately terminate TransCentra’s right to access and control the TransCentra Serviced Lock-Boxes and any cash, checks, instruments instruments, or other remittances received from time to time therein and provide the Collateral Agent or its designee with the exclusive right to access and control the TransCentra Serviced Lock-Boxes and any cash, checks, instruments instruments, or other remittances received from time to time therein (including by delivering written instructions to such effect to the post office or postmaster maintaining the TransCentra Serviced Lock-Boxes), or (B) deliver to the Collateral Agent, the Administrative Agent and each Administrative Purchaser Agent a written agreement in form and substance acceptable to the Administrative Agents Agent and the Required Purchasers (in their sole discretion) executed by the Servicer and TransCentra, pursuant to which TransCentra acknowledges and agrees (x) to the Sellers’ and the Collateral Agent’s ownership and security interests in the cash, checks, instruments or other remittances received from time to time in the TransCentra Serviced Lock-Boxes, (y) that TransCentra has no Adverse Claim on, or other right to, any cash, checks, instruments instruments, or other remittances received from time to time in the TransCentra Serviced Lock-Boxes Boxes, and (z) that TransCentra shall follow the Collateral Agent’s instructions under the TransCentra Sub-Servicing Agreement (including, without limitation, with respect to the processing and deposit of such remittances and the TransCentra Serviced Lock-Boxes), rather than those of the Servicer or its Affiliates. The Sellers and the Servicer shall take any further action that the Collateral Agent, the Administrative Agent or any Administrative Agent the Required Purchasers may reasonably request to effect the transactions described in the foregoing sentence.