(a). Section 2.07(a) of the Credit Agreement is hereby amended in its entirety to read as follows:
(a). The Trust Advisor and the Special Servicer shall determine a mutually acceptable date for the annual meeting and the Trust Advisor shall deliver, at least fourteen (14) days prior to such annual meeting, a proposed written agenda to the Special Servicer, including the identity of the Final Asset Status Report(s), if any, that shall be discussed during the annual meeting. In connection with the annual meeting, the Trust Advisor and the Special Servicer may discuss any of the Asset Status Reports produced with respect to any Specially Serviced Mortgage Loan as part of the Trust Advisor’s annual assessment of the Special Servicer. The Special Servicer shall make available Servicing Officers with relevant knowledge regarding the applicable Specially Serviced Mortgage Loans and the related platform-level information for each annual meeting described in this Section 3.28.
(a). The Primary Servicer shall promptly notify the Master Servicer of any event or circumstance that the Primary Servicer deems will or would cause any Mortgage Loan or Serviced Companion Loan to become a Specially Serviced Loan. The determination as to whether a Mortgage Loan or Serviced Companion Loan has become a Specially Serviced Loan shall be made by the Master Servicer and the Master Servicer shall promptly notify the Primary Servicer of any such determination. Upon receipt by the Master Servicer of notice from the Special Servicer that a Specially Serviced Loan has become a Corrected Loan, the Master Servicer shall promptly give the Primary Servicer notice thereof and the obligation of the Primary Servicer to service and administer such Mortgage Loan and, if applicable, the Serviced Companion Loans shall resume.
(a). The Seller shall cause each Contract related to a Receivable to be stamped in a conspicuous place (other than with respect to Contracts purchased on the Closing Date, the originals of which have been copied on microfilm or optically scanned and destroyed), and Records relating to the Contracts and related Receivables to be marked, with a legend stating that it has been sold, assigned and transferred to the Purchaser; provided that, subject to the immediately preceding parenthetical, in the case of the Contracts and related Receivables purchased on the Closing Date, the Seller shall cause each Contract related to such Contracts and related Receivables to be stamped on or prior to the date that is sixty (60) days after the Closing Date. The Seller shall deliver the Receivable Files related to each Contract to the Custodian; provided that while any Records evidencing Contracts and related Receivables is in custody of the Seller, the Seller will hold the same for the benefit of the Purchaser. The Seller will not file or authorize the filing of any effective financing statement (or similar statement or instrument of registration under the laws of any jurisdiction) or statements relating to any Contracts and related Receivables, except any financing statements filed or to be filed in respect of and covering the purchase of the Contracts and related Receivables (i) by the Seller pursuant to those certain purchase agreements, dated the date hereof, by and between (I) the Seller and the Purchaser, (II) Conn Appliances Receivables Funding, LLC and Conn’s Receivables 2017-B Trust, and (III) Conn’s Receivables 2017-B Trust and Conn’s Receivables Funding 2017-B, LLC, respectively, and (ii) by the Purchaser pursuant to this Agreement and the security interest created in favor of the Trustee pursuant to the Indenture.
(a). Section 3.4(a) of the Credit Agreement is hereby deleted in its entirety and is hereby replaced with the following:
(a). (i) If (i) as of the Termination Date, any Letter of Credit may for any reason remain outstanding, or (ii) at any time, the aggregate Outstanding Credits shall exceed the Aggregate Commitment (after giving effect to any concurrent termination or reduction thereof), the Borrower shall (A) deliver to the Agent as cash collateral an amount in cash equal to the aggregate LC Outstandings (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) or, in the case of clause (ii) above, an amount in cash equal to such excess or (B) shall make some other arrangements to provide credit support for such Letters of Credit reasonably satisfactory to the Agent and the applicable LC Issuing Bank. The Agent shall deposit such cash in a special collateral account of the Borrower pursuant to arrangements satisfactory to the Agent (such account, the “Cash Collateral Account”) for the benefit of the Agent, the LC Issuing Banks and the Lenders. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Agent in the name of, and under the sole dominion and control of, the Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Xxxxx Fargo for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Agent, in its sole discretion. The Borrower hereby grants to the Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the obligations as and when such obligations shall become due and payable. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the LC Issuing Banks for all of its obligations thereund...
(a). Section 1.2(a) of the Agreement is hereby amended and restated to read as follows:
(a). The Primary Servicer shall establish a collection account (hereinafter the “Primary Servicer Collection Account”), meeting all of the requirements of the Collection Account, and references to the Collection Account shall be references to such Primary Servicer Collection Account. The creation of any Primary Servicer Collection Account shall be evidenced by a certification in the form of Exhibit F attached hereto and a copy of such certification shall be furnished to the Master Servicer within three (3) days of the Closing Date and thereafter to the Master Servicer upon any transfer of the Primary Servicer Collection Account. Notwithstanding the fourth paragraph of Section 3.05(a) of the Pooling and Servicing Agreement, the Primary Servicer shall deposit into the Primary Servicer Collection Account and include in its Primary Servicer Remittance Amount all Default Interest, any late payment fees, Modification Fees, defeasance fees, Assumption Fees, loan service transaction fees, assumption application fees, consent fees, Prepayment Interest Excess, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and other fees and amounts collected from the Borrowers that constitute additional Servicing Compensation and/or additional Special Servicing Compensation (in each case, other than those to which the Primary Servicer is entitled pursuant to Section 3.01(c)(23) of this Agreement). Any amounts of additional Special Servicing Compensation payable to the Special Servicer shall be remitted to the Special Servicer by the Master Servicer. For purposes of the last paragraph of Section 3.05(a) of the Pooling and Servicing Agreement, the Master Servicer shall direct the Special Servicer to make payment of amounts referenced therein directly to the Primary Servicer for deposit in the Primary Servicer Collection Account.
(a). The Borrower shall not, and shall not permit any Subsidiary to, sell, assign or otherwise dispose of any Equity Interests in any Subsidiary except in compliance with Section 9.11(f), Section 9.11(h) or Section 9.15. Neither the Borrower nor any Subsidiary shall have any Foreign Subsidiaries.
(a). Section 12.05(a) of the Merger Agreement is hereby deleted in its entirety and replaced with the following:
