Common use of Assumption or Termination of Sub-Servicing Agreement by Trust Collateral Agent Clause in Contracts

Assumption or Termination of Sub-Servicing Agreement by Trust Collateral Agent. In the event the Servicer shall for any reason no longer be the servicer of the Receivables (including by reason of a Servicer Termination Event), the Backup Servicer or other successor Servicer or its designee will thereupon assume all of the rights and obligations of the Servicer under any Sub-Servicing Agreements that may have been entered into by the Servicer by giving notice of such assumption to the relevant Sub-Servicer or Sub-Servicers within ten (10) Business Days of the termination of the Servicer as servicer of the Receivables. Upon the giving of such notice, the successor Servicer or its designee shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to the Sub-Servicing Agreement to the same extent as if the Sub-Servicing Agreement had been assigned to the assuming party except that the Servicer and the Sub-Servicer, if any, shall not thereby be relieved of any accrued liability or obligations under the Sub-Servicing Agreement and the Sub-Servicer, if any, shall not be relieved of any liability or obligation to the Servicer that survives the assignment or termination of the Sub-Servicing Agreement. The Trust Collateral Agent shall notify each Rating Agency and the Insurer if any Sub-Servicing Agreement is assumed by a successor Servicer or its designee. The Servicer shall, upon request of the Trust Collateral Agent but at the expense of the Servicer, deliver to the assuming party all documents and records relating to the Sub-Servicing Agreement and the Receivables then being serviced and an accounting of amounts collected and held by it and otherwise use its reasonable efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.

Assumption or Termination of Sub-Servicing Agreement by Trust Collateral Agent. In the event the Servicer shall for any reason no longer be the servicer of the Receivables (including by reason of a Servicer Termination Event), the Backup Servicer Trust Collateral Agent, its designee or other any successor Servicer or its designee will thereupon assume all of the rights and obligations of the Servicer under any one or more Sub-Servicing Agreements that may have been entered into by the Servicer by giving notice of such assumption to the relevant related Sub-Servicer or Sub-Servicers within ten (10) Business Days of the termination of the Servicer as servicer of the Receivables. Upon the giving of such notice, the successor Servicer or Trust Collateral Agent, its designee or the successor Servicer, shall be deemed to have assumed all of the Servicer's interest therein and to have replaced the Servicer as a party to the Sub-Servicing Agreement to the same extent as if the Sub-Servicing Agreement had been assigned to the assuming party except that the Servicer and the Sub-Servicer, if any, shall not thereby be relieved of any accrued liability or obligations under the Sub-Servicing Agreement and the Sub-Servicer, if any, shall not be relieved of any liability or obligation to the Servicer that survives the assignment or termination of the Sub-Servicing Agreement. The Trust Collateral Agent shall notify each Rating Agency and the Insurer if any Sub-Servicing Agreement is assumed by a the Trust Collateral Agent, its designee or the successor Servicer or its designeeServicer. The Servicer shall, upon request of the Trust Collateral Agent but at the expense of the Servicer, deliver to the assuming party all documents and records relating to the Sub-Servicing Agreement and the Receivables then being serviced and an accounting of amounts collected and held by it and otherwise use its reasonable efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.