APPOINTMENT OF AND ACCEPTANCE BY THE SERVICER OF SERVICING OBLIGATIONS Sample Clauses

APPOINTMENT OF AND ACCEPTANCE BY THE SERVICER OF SERVICING OBLIGATIONS. A. The Servicer, on behalf of Buyer, shall during the term of the Servicing Agreement manage, administer and collect each of the Contracts and shall exercise discretionary powers involved in such management, administration and collection, and shall bear all costs and expenses incurred in connection therewith, that may be necessary or advisable in carrying out the Agreement. In the management, administration and collection of the Contracts, the Servicer shall use at least the same care and apply the same policies that it would exercise if it owned the Contracts, including but not limited to the servicing criteria as set forth in EXHIBIT A attached hereto.
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APPOINTMENT OF AND ACCEPTANCE BY THE SERVICER OF SERVICING OBLIGATIONS. (a) The Servicer, on behalf of Buyer, shall during the term of this Agreement manage, administer and collect each of the Purchased Contracts (as defined in the Master Contract Purchase Agreement), shall exercise discretionary powers involved in such management, administration and collection, and shall bear all costs and expenses incurred in connection therewith that may be necessary or advisable in carrying out this Agreement. In the management, administration and collection of the Purchased Contracts, the Servicer shall use at least the same care and apply the same policies that it would exercise if it owned the Purchased Contracts, including but not limited to the servicing criteria as set forth in EXHIBIT A attached hereto.
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APPOINTMENT OF AND ACCEPTANCE BY THE SERVICER OF SERVICING OBLIGATIONS. (a) The Issuer hereby appoints Transmedia as Servicer of the Purchased Contract Assets. Transmedia agrees to act as the Servicer under this Agreement on behalf of the Issuer, the Trustee and the Collateral Agent, it being understood that the relationship of the Servicer (and any Successor Servicer) to the Collateral Agent and the Trustee is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. The Servicer shall manage and administer the Purchased Contract Assets and collect the Collections due thereunder, shall, except as otherwise limited herein, exercise all discretionary powers involved in such management, administration and collection and shall bear all costs and expenses incurred in connection therewith that may be necessary or advisable and permitted for carrying out the transactions contemplated by this Agreement, the Indenture and the Security Agreement. In the management and administration of the Purchased Contract Assets due thereunder, the Servicer shall exercise the same care that it has exercised in servicing Contract Assets of the Servicer and its Affiliates which has not been sold to others, and the Servicer shall comply and perform in accordance with the Restaurant Guidelines, except insofar as any failure so to comply or perform would not materially and adversely affect the Collections or the rights of the Issuer, the Collateral Agent or the Noteholders or if such failure to comply is necessary under any Requirement of Law. In connection with the foregoing, the Servicer shall be permitted to subcontract its obligations under this Section 6.01 to any Person satisfactory to the Issuer, the Trustee and the Collateral Agent who agrees to perform such obligations in accordance with the terms of this Agreement and the Restaurant Guidelines; PROVIDED, HOWEVER, that the Servicer shall remain fully responsible to the Issuer, the Collateral Agent and the Trustee for any and all acts or failures to act of any such subcontractor to the same extent as if the Servicer were fully and directly responsible for such subcontractor's duties and responsibilities; PROVIDED FURTHER in the event the Servicer shall for any reason no longer be the Servicer, (A) the Successor Servicer shall thereupon assume all of the rights and obligations of the Servicer under each subcontract that the Servicer may have entered into, unless the Successor Servicer elects to terminate any subcontract in accordance with i...
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APPOINTMENT OF AND ACCEPTANCE BY THE SERVICER OF SERVICING OBLIGATIONS. The Issuer hereby appoints JFS as Servicer of the Purchased Receivables. JFS agrees to act as the Servicer under this Agreement, pursuant to and in accordance with the terms of this Agreement and the Indenture, on behalf of the Issuer and the Indenture Trustee, it being understood that the relationship of the Servicer to the Indenture Trustee is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. The Servicer shall (1) service and administer each Account and collect and enforce the Purchased Receivables due thereunder, (2) except as otherwise limited by this Agreement, exercise all discretionary powers involved in such management, administration and collection and (3) bear all costs and expenses incurred in connection therewith that may be necessary or advisable and permitted for carrying out the transactions contemplated by this Agreement and the Indenture. Servicing activities to be performed by the Servicer include collecting and recording payments, communicating with Cardholders, investigating payment delinquencies and maintaining internal records with respect to each Cardholder. Managerial services performed by the Servicer on behalf of the Issuer include providing related data processing and reporting services for noteholders of any Series and on behalf of the Indenture Trustee and performing certain services required pursuant to Sections 5.07, 9.05 and 9.06 of the Indenture. Although physical possession of the agreements, documents and files relating to the Receivables will be held by the respective stores generating the Accounts, the Servicer, pursuant to the terms of this Agreement, will be responsible for maintaining custody of such documents relating to the Receivables. In
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APPOINTMENT OF AND ACCEPTANCE BY THE SERVICER OF SERVICING OBLIGATIONS. (a) The Servicer, on behalf of Buyer, shall during the term of this Agreement manage, administer and collect each of the Receivables (as defined in the Transfer Agreement), shall exercise discretionary powers involved in such management, administration and collection, and shall bear all costs and expenses incurred in connection therewith that may be necessary or advisable in carrying out this Agreement. In the management, administration and collection of the Receivables, the Servicer shall use at least the same care and apply the same policies that it would exercise if it owned the Receivables, including but not limited to the servicing criteria as set forth in EXHIBIT A attached hereto. (b) The Servicer shall have full power and authority to do those things in connection with such servicing, administration and collection activities which it may deem necessary or desirable in order to maximize receipts collected from Obligors or foreclosure and sale of Financed Vehicles underlying the Receivables subject to the provisions hereof. The Servicer is authorized and empowered to execute and deliver, on behalf of Buyer, instruments of satisfaction or cancellation, or of partial or full release or discharge, or other comparable instruments, in order to evidence payments received with respect to the Receivables and, after the delinquency of any Receivables and to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to such Receivables, or commence any legal action against an Obligor in the name of Buyer without the prior written consent of the Buyer. Buyer shall, at its discretion, furnish the Servicer with powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.
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APPOINTMENT OF AND ACCEPTANCE BY THE SERVICER OF SERVICING OBLIGATIONS. (a) The Servicer, on behalf of Buyer, shall during the term of this Agreement manage, administer and collect each of the Receivables (as defined in the Transfer Agreement), shall exercise discretionary powers involved in such management, administration and collection, and shall bear all costs and expenses incurred in connection therewith that may be necessary or advisable in carrying out this Agreement. In the management, administration and collection of the Receivables, the Servicer shall use at least the same care and apply the same policies that it would exercise if it owned the Receivables.
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Related to APPOINTMENT OF AND ACCEPTANCE BY THE SERVICER OF SERVICING OBLIGATIONS

  • Appointment of Servicer; Acceptance of Appointment Subject to Section 6.05 and Article VII, the Issuer hereby appoints the Servicer, and the Servicer, as an independent contractor, hereby accepts such appointment, to perform the Servicer’s obligations pursuant to this Agreement on behalf of and for the benefit of the Issuer or any assignee thereof in accordance with the terms of this Agreement and applicable law. This appointment and the Servicer’s acceptance thereof may not be revoked except in accordance with the express terms of this Agreement.

  • Termination of Servicing Agreements; Successor Servicers (a) The Master Servicer shall be entitled to terminate the rights and obligations of any Servicer under the applicable Servicing Agreement in accordance with the terms and conditions of such Servicing Agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Servicing Agreement by the Master Servicer or the related Servicer, the Master Servicer shall either act as Servicer of the related Mortgage Loans or provide for the servicing of the Mortgage Loans by a successor Servicer to be appointed as provided in the applicable Servicing Agreement. The parties acknowledge that notwithstanding the preceding sentence, there may be a transition period, not to exceed 90 days, in order to effect the transfer of servicing to a successor Servicer. The Master Servicer shall be entitled to be reimbursed from each Servicer (or by the Trust Fund, if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor servicer, including without limitation, any costs or expenses associated with the complete transfer or all servicing data and the completion, correction or manipulation of such servicing data, as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer to service the Mortgage Loans properly and effectively.

  • Appointment of and Acceptance by NCPS Issuer and Broker hereby appoint NCPS to serve as Escrow Agent hereunder, and NCPS hereby accepts such appointment in accordance with the terms of this Escrow Agreement.

  • Appointment of Subservicer or Subcontractor (a) The Servicer may at any time appoint a subservicer to perform all or any portion of its obligations as Servicer hereunder if the Administrator and the Indenture Trustee has received ten (10) days prior written notice of the Servicer’s intention to do so and such appointment has satisfied the Rating Agency Condition; provided, however, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee, the Certificateholders and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and expenses of the subservicer shall be as agreed between the Servicer and its subservicer from time to time, and none of the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee, the Certificateholders or the Noteholders shall have any responsibility therefor.

  • Appointment of and Acceptance by Escrow Agent The Investor(s) and the Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder. Escrow Agent hereby accepts such appointment and, upon receipt by wire transfer of the Escrow Funds in accordance with Section 3 below, agrees to hold, invest and disburse the Escrow Funds in accordance with this Agreement.

  • Appointment of Servicer (a) The Servicer shall manage, service and administer the Transaction SUBI Assets, at its own expense and for the benefit of each holder and pledgee of the Transaction SUBI Certificate, and shall make collections on the Transaction Units in accordance with its Customary Servicing Practices in effect from time to time, using the same degree of skill and attention that the Servicer exercises with respect to all comparable retail automotive leases that it services for itself or others.

  • Acceptance by the Trustee of the Mortgage Loans The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form of Exhibit G-1, and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files for the Mortgage Loans, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California, unless otherwise permitted by the Rating Agencies. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller an Initial Certification in the form of Exhibit G-1. Based on its review and examination, and only as to the documents identified in such Initial Certification, the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loans. The Trustee shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. By the thirtieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer, and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form of Exhibit G-2, with any applicable exceptions noted thereon. By the ninetieth day after the Closing Date (or if that day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Final Certification with respect to the Mortgage Loans in the form of Exhibit H, with any applicable exceptions noted thereon. If, in the course of its review, the Trustee finds any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, the Trustee shall list such as an exception in the Final Certification. The Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all interest of the party so endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct any defect that materially and adversely affects the interests of the Certificateholders within 90 days from the date it was so notified of the defect and, if the Seller does not correct the defect within that period, the Seller shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from the Trustee within 90 days from the date the Seller was notified of the defect in writing. If a substitution or purchase of a Mortgage Loan pursuant to this provision is required because of a delay in delivery of any documents by the appropriate recording office, or there is a dispute between either the Master Servicer or the Seller and the Trustee over the location or status of the recorded document, then the substitution or purchase shall occur within 720 days from the Closing Date. In no other case may a substitution or purchase occur more than 540 days from the Closing Date. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage Loan (a) that has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of the Mortgage Loan. The notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the Trustee. Any substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected before the delivery to the Trustee of the Opinion of Counsel required by Section 2.05, and any substitution pursuant to (a) above shall not be effected before the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit N. No substitution is permitted to be made in any calendar month after the Determination Date for the month. The Purchase Price for any Mortgage Loan shall be deposited by the Seller in the Certificate Account by the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of the deposit and certification with respect thereto in the form of Exhibit O, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request any instruments of transfer or assignment prepared by the Seller, in each case without recourse, necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS(R) System the Seller as the beneficial holder of such Mortgage Loan. The Trustee shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of any other documents or instruments constituting the Mortgage File that come into the possession of the Master Servicer from time to time. The obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting the defect available to the Trustee, the Depositor, and any Certificateholder against the Seller.

  • Appointment of Successor Servicer (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

  • Assumption or Termination of Subservicing Agreements by Trustee (a) If the Master Servicer shall for any reason no longer be the master servicer (including by reason of an Event of Default), the Trustee, its designee or its successor shall thereupon assume all of the rights and obligations of the Master Servicer under each Subservicing Agreement that may have been entered into. The Trustee, its designee or the successor servicer for the Trustee shall be deemed to have assumed all of the Master Servicer's interest therein and to have replaced the Master Servicer as a party to the Subservicing Agreement to the same extent as if the Subservicing Agreement had been assigned to the assuming party except that the Master Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement.

  • Duties of Servicer as Custodian (a) Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity to comply with this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee any material failure on its part, or its Affiliate’s part, to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable Files.

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