Common use of Appointment of Servicer Clause in Contracts

Appointment of Servicer. Purchaser appoints Seller as its servicer and agent (in such capacity, the “Servicer”) for the administration and servicing of the Purchased Receivable, and Seller hereby accepts such appointment and agrees to assume the duties and the administration and servicing obligations as Servicer, and perform all customary and appropriate commercial collection activities (short of litigation) in arranging the timely payment of amounts due and owing by Account Debtor all in accordance with applicable laws, rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions. Such appointment as Servicer shall not release Seller from any of its other duties to comply with any other terms, covenants and provisions of this Agreement. In connection with its servicing obligations, Servicer will, and will ensure that Seller will, perform their respective obligations and exercise their respective rights under the Contract with the same care and applying the same policies in all material respects as they apply to receivables similar to the Purchased Receivable generally and would exercise and apply if they owned the Purchased Receivable and shall act to maximize Collections with respect to the Purchased Receivable. Servicer will be deemed to have acted to maximize Collections with respect to the Purchased Receivable and satisfy its obligations in this Section 7 to the extent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the performance of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, without Servicer’s prior written consent, which consent shall not be unreasonably withheld, Servicer will not be required to take any action in connection with its servicing obligations under this Section 7(a) that it has not taken in administering and servicing other Part D receivables of Seller in the past; provided that, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaser, Purchaser shall reimburse Servicer for any reasonable expenses incurred in connection with such action. Servicer may perform any and all of its duties and exercise its rights and powers by or through any one or more agents appointed by Servicer. Seller’s appointment as servicer and agent is not a representation or warranty by Seller with respect to the amounts, if any, that will be paid by Account Debtor or the timing of such payments. Notwithstanding anything to the contrary herein, neither Seller nor Servicer shall be required to take any action that could reasonably be expected to materially prejudice or limit in any material respect Seller’s ability to collect the amounts due on the Receivable Balance.

Appointment of Servicer. Purchaser appoints Seller as its servicer and agent The Manager (in such its individual capacity, ) has entered into a Servicing Agreement dated the “Servicer”) date hereof to provide for the administration and servicing of Servicing by the Purchased ReceivableServicer named therein. Each Servicer, and Seller hereby accepts such appointment and agrees to assume the duties and the administration and servicing obligations at all times during which it acts as Servicer, shall satisfy (and perform all customary and appropriate commercial collection activities (short must continue to satisfy) the definition of litigation) in arranging the timely payment of amounts due and owing by Account Debtor all in accordance with applicable lawsQualified Servicer. Subject, rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions. Such appointment as Servicer shall not release Seller from any of its other duties to comply with any other terms, covenants and provisions of this Agreement. In connection with its servicing obligations, Servicer will, and will ensure that Seller will, perform their respective obligations and exercise their respective rights under the Contract with the same care and applying the same policies in all material respects as they apply to receivables similar to the Purchased Receivable generally and would exercise and apply if they owned the Purchased Receivable and shall act to maximize Collections with respect to the Purchased ReceivableInterim Servicing Period, to the provisions of Section 3.3 of the Contribution Agreement, each Asset shall at all times be Serviced, and the Servicing Obligations shall be performed, by or through the Servicer (including any Sub-Servicers engaged by the Servicer as permitted hereunder); provided, that, subject to Section 12.3(b) below, the Manager shall have the right to retain (and not delegate to the Servicer) any or all Asset Management functions. Subject to the other terms and conditions of this Agreement, the Servicer may be an Affiliate of the Private Owner or of the Manager. The Servicer may engage or retain one or more Sub-Servicers (and any Rated Sub-Servicer may further engage or retain one or more Sub-Servicers), including Affiliates of the Private Owner or of the Manager, to perform certain of its duties under the Servicing Agreement (or applicable Sub-Servicing Agreement), as it may deem necessary and appropriate, by entering into a Sub-Servicing Agreement with each such Sub-Servicer, provided that any Sub-Servicer meets (and at all times continues to meet) the requirements set forth in the definition of Qualified Servicer and the terms of the applicable Sub-Servicing Agreement comply with the terms of this Agreement and the applicable Servicing Agreement. The costs and fees of the Servicer (and any Sub-Servicers) shall be borne exclusively by the Manager in its individual capacity without any right of reimbursement from the Company or the Initial Member (it being understood that the Manager will be deemed have the applicable rights to have acted to maximize Collections receive, or, if applicable, direct payment of, the Interim Management Fee and Management Fee in accordance with Section 12.5 hereof). Except as expressly permitted with respect to the Purchased Receivable and satisfy its obligations in this Section 7 to the extent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the performance direction of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for Interim Management Fee and the Purchased Receivable. For Management Fee to the avoidance of doubtServicer pursuant to Section 12.5, without Servicer’s prior written consentunder no circumstances shall the Manager transfer, which consent shall not or permit to be unreasonably withheld, Servicer will not be required to take any action in connection with its servicing obligations under this Section 7(a) that it has not taken in administering and servicing other Part D receivables of Seller in the past; provided thattransferred, to the extent Servicer takes or any action inconsistent with other Person any ownership interest in any Servicing rights or in addition any right to its past practice at the direction of Purchasertransfer or sell any Servicing rights, Purchaser shall reimburse Servicer for any reasonable expenses incurred in connection with such action. Servicer may perform any and all of its duties and exercise its rights and powers by or through any one or more agents appointed by Servicer. Seller’s appointment as servicer and agent is not a representation or warranty by Seller with respect to the amounts, if any, that will be paid by Account Debtor or the timing of such payments. Notwithstanding anything to the contrary herein, neither Seller nor no Servicer shall be required permitted to take assign, pledge or otherwise transfer to any action that could reasonably be expected Sub-Servicer or other Person or purport to materially prejudice assign, pledge or limit otherwise transfer any interest in any material respect Seller’s ability to collect the amounts due on the Receivable BalanceServicing rights, and any purported assignment, pledge or other transfer in violation of this provision shall be void ab initio and of no effect.

Appointment of Servicer. Purchaser Recco hereby appoints the Seller to act as its servicer and agent (in such capacity, the “Servicer”) for the administration and servicing of the Purchased ReceivableContracts in the name of and on behalf of Recco, its successors and assigns, in accordance with the provisions hereof and the Seller hereby accepts such appointment appointment. The Servicer shall use reasonable care (and, in any event, no less care than it exercises with respect to all Contracts it services for itself and agrees to assume the duties and the administration and servicing obligations as Servicer, and perform all customary and appropriate commercial collection activities (short of litigationothers) in arranging performing its duties as servicer hereunder using at least that degree of skill and attention that a prudent Person similarly situated and charged with similar functions would utilize and, without limiting the timely payment of amounts due and owing by Account Debtor all foregoing, shall service the Purchased Contracts in accordance with the Credit and Collection Policy, and all applicable laws, rules and regulations. The Servicer or its agent shall hold the Files. The duties of the Servicer will include, without limitation, collection and posting of all payments, responding to inquiries of Obligors regarding the Purchased Contracts, investigating delinquencies, remitting payments to the Program Manager and the other Persons entitled thereto in a timely manner, furnishing monthly, quarterly and annual statements with respect to collections and payments in accordance with the provisions of this Agreement, and maintaining the perfected first priority security interest of the Collateral Agent in the Collateral as contemplated in this Agreement and the Security Agreement. Subject to applicable laws, rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions. Such appointment as the Servicer shall not release Seller from accelerate the maturity of all or any of its other duties to comply with scheduled payments under any other terms, covenants and provisions of this Agreement. In connection with its servicing obligations, Servicer will, and will ensure that Seller will, perform their respective obligations and exercise their respective rights Purchased Contract under which a default under the terms thereof has occurred and is continuing (after the lapse of any applicable grace period) no later than the date such Contract with becomes a Defaulted Contract. If required by law, the same care and applying the same policies in Servicer shall collect all material respects as they apply to receivables similar to the Purchased Receivable generally and would exercise and apply if they owned the Purchased Receivable and shall act to maximize Collections payments with respect to amounts due for taxes, assessments and insurance premiums relating to such Contracts and remit such amounts to the appropriate Governmental Authority or insurer on or prior to the date such payments are due. In any case in which any Vehicle related to a Purchased ReceivableContract has suffered damage, the Servicer will expend funds in connection with any repair or toward the repossession of such Vehicle if it reasonably determines that such repair and/or repossession will increase the Recoveries by an amount greater than the amount expended. The Servicer will be deemed to have acted to maximize Collections with respect to the Purchased Receivable and satisfy its obligations in this Section 7 to the extent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the performance of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, without Servicer’s prior written consent, which consent shall not be unreasonably withheld, Servicer will not be required to take any action pay all expenses incurred by it in connection with its servicing obligations activities under this Section 7(a) that it has not taken in administering Agreement, including fees and servicing other Part D receivables disbursements of Seller in independent accountants, taxes imposed on the past; provided thatServicer, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaser, Purchaser shall reimburse Servicer for any reasonable expenses incurred in connection with such action. Servicer may perform any payments and reports pursuant to this Agreement, and all other fees and expenses not expressly stated under this Agreement to be for the account of its duties and exercise its rights and powers by or through any one or more agents appointed by Servicerthe Seller. Seller’s appointment as servicer and agent is not a representation or warranty by Seller with respect to the amounts, if any, that The Servicer will be paid by Account Debtor required to pay all reasonable fees and expenses owing to any bank or trust company in connection with the timing maintenance of such paymentsthe Bank Accounts and the fees and reasonable expenses of the Program Manager and the Collateral Agent. Notwithstanding anything to the contrary herein, neither Seller nor The Servicer shall be required to take pay such fees and expenses for its own account and shall not be entitled to any action that could reasonably be expected to materially prejudice payment or limit reimbursement therefor other than as expressly provided for in any material respect Seller’s ability to collect the amounts due on the Receivable BalanceOperative Documents.

Appointment of Servicer. Purchaser appoints Seller Wise Alloys LLC as its servicer and agent (in such capacity, the “Servicer”) for the administration and servicing of the all Purchased ReceivableReceivables sold to Purchaser hereunder, and Seller Servicer hereby accepts such appointment and agrees to assume the duties and the administration and servicing obligations as Servicer, and perform all customary necessary and appropriate commercial collection activities (short of litigation) in arranging the timely payment of amounts due and owing by any Account Debtor all in accordance with applicable laws, rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actionsactions (including, if necessary, acting as party of record in foreign jurisdictions). The Servicer shall also maintain and update the schedule of Receivables listing those Receivables purchased from time to time by the Purchaser under this Agreement and the Servicer shall indicate in the Servicer’s books and records and in the appropriate computer files those Receivables purchased from time to time by the Purchaser. In addition, Servicer shall track all Purchased Receivables on its ERP system or similar system. Such appointment as Servicer shall not release Seller from any of its other duties to comply with any other terms, covenants and provisions of this Agreement. In connection with its servicing obligations, Servicer will, and will ensure that Seller will, perform their respective obligations and exercise and enforce their respective rights and remedies under the Contract contracts and other agreements related to the Purchased Receivables (the “Contracts”) with the same care and applying the same policies in all material respects as they apply to receivables similar to the Purchased Receivable their own Receivables generally and would exercise and apply if they owned the Purchased Receivable Receivables and shall act to maximize Collections with respect to the Purchased Receivable. Servicer will be deemed to have acted to maximize Collections with respect to the Purchased Receivable and satisfy its obligations in this Section 7 to the extent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the performance of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, without Servicer’s prior written consent, which consent shall not be unreasonably withheld, Servicer will not be required to take any action in connection with its servicing obligations under this Section 7(a) that it has not taken in administering and servicing other Part D receivables of Seller in the past; provided that, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaser, Purchaser shall reimburse Servicer for any use commercially reasonable expenses incurred efforts in connection with such actionactivities and standards to maximize Collections. Servicer may perform any In consideration for its activities as Servicer, on the date of the first purchase hereunder, and all on each one-year anniversary of its duties and exercise its rights and powers by this Agreement (or through any one or more agents appointed by Servicer. Seller’s appointment as servicer and agent if such one-year anniversary is not a representation Business Day, the next succeeding Business Day), the Purchaser shall, so long as this Agreement remains in effect at such time and so long as Wise Alloys LLC has not been terminated or warranty by Seller with respect replaced on or prior to such date, pay to the amountsServicer, if anya servicing fee (each such annual payment, that will be paid by Account Debtor or a “Servicing Fee”) in cash in immediately available funds, in an amount, in the timing case of each such payments. Notwithstanding anything annual Servicing Fee, equal to the contrary herein, neither Seller nor Servicer shall be required to take any action that could reasonably be expected to materially prejudice or limit in any material respect Seller’s ability to collect the amounts due on the Receivable Balance$20,000.

Appointment of Servicer. Purchaser appoints Seller Wise Alloys LLC as its servicer and agent (in such capacity, the “Servicer”) for the administration and servicing of the all Purchased ReceivableReceivables sold to Purchaser hereunder, and Seller Servicer hereby accepts such appointment and agrees to assume the duties and the administration and servicing obligations as Servicer, and perform all customary necessary and appropriate commercial collection activities (short of litigation) in arranging the timely payment of amounts due and owing by any Account Debtor all in accordance with applicable laws, rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actionsactions (including, if necessary, acting as party of record in foreign jurisdictions). The Servicer shall also maintain and update the schedule of Receivables listing those Receivables purchased from time to time by the Purchaser under this Agreement. Such appointment as Servicer shall not release Seller from any of its other duties to comply with any other terms, covenants and provisions of this Agreement. In connection with its servicing obligations, Servicer will, and will ensure that Seller will, perform their respective obligations and exercise and enforce their respective rights and remedies under the Contract contracts and other agreements related to the Purchased Receivables (the “Contracts”) with the same care and applying the same policies in all material respects as they apply to receivables similar to the Purchased Receivable their own Receivables generally and would exercise and apply if they owned the Purchased Receivable Receivables and shall act to maximize Collections with respect to the Purchased Receivable. Servicer will be deemed to have acted to maximize Collections with respect to the Purchased Receivable and satisfy its obligations in this Section 7 to the extent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the performance of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, without Servicer’s prior written consent, which consent shall not be unreasonably withheld, Servicer will not be required to take any action in connection with its servicing obligations under this Section 7(a) that it has not taken in administering and servicing other Part D receivables of Seller in the past; provided that, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaser, Purchaser shall reimburse Servicer for any use commercially reasonable expenses incurred efforts in connection with such actionactivities and standards to maximize Collections. Servicer may perform any In consideration for its activities as Servicer, on the date of the first purchase hereunder, and all on each one-year anniversary of its duties and exercise its rights and powers by this Agreement (or through any one or more agents appointed by Servicer. Seller’s appointment as servicer and agent if such one-year anniversary is not a representation Business Day, the next succeeding Business Day), the Buyer shall, so long as this Agreement remains in effect at such time and so long as Wise Alloys LLC has not been terminated or warranty by Seller with respect replaced on or prior to such date, pay to the amountsServicer, if anya servicing fee (each such annual payment, that will be paid by Account Debtor or a “Servicing Fee”) in cash in immediately available funds, in an amount, in the timing case of each such payments. Notwithstanding anything annual Servicing Fee, equal to the contrary herein, neither Seller nor Servicer shall be required to take any action that could reasonably be expected to materially prejudice or limit in any material respect Seller’s ability to collect the amounts due on the Receivable Balance$20,000.

Appointment of Servicer. Purchaser appoints Seller as its servicer and agent (in such capacity, the “Servicer”) for the administration and servicing of the Purchased Receivable, and Seller hereby accepts such appointment and agrees to assume the duties and the administration and servicing obligations as Servicer, and perform all customary and appropriate commercial collection activities (short of litigation) in arranging the timely payment of amounts due and owing by Account Debtor all in accordance with applicable laws, rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions. Such appointment as Servicer shall not release Seller from any of its other duties to comply with any other terms, covenants and provisions of this Agreement. In connection with its servicing obligations, Servicer will, and will ensure that Seller will, perform their respective obligations and exercise their respective rights under the Contract with the same care and applying the same policies in all material respects as they apply to receivables similar to the Purchased Receivable generally and would exercise and apply if they owned the Purchased Receivable and shall act to maximize Collections with respect to the Purchased Receivable. Servicer will be deemed to have acted to maximize Collections with respect to the Purchased Receivable and satisfy its obligations in this Section 7 to the extent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the performance of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, without Servicer’s prior written consent, which consent shall not be unreasonably withheld, Servicer will not be required to take any action in connection with its servicing obligations under this Section 7(a) that it has not taken in administering and servicing other Part D receivables of Seller in the past; provided that, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaser, Purchaser shall reimburse Servicer for any reasonable expenses incurred in connection with such action. Servicer may perform any and all of its duties and exercise its rights and powers by or through any one or more agents appointed by Servicer. Seller’s appointment as servicer and agent is not a representation or warranty by Seller with respect to the amounts, if any, that will be paid by Account Debtor or the timing of such payments. Notwithstanding anything Purchaser acknowledges and agrees that (i) Servicer is the same Servicer designated under the Series F Agreement, (ii) the Purchased Receivable and the Series F Receivable together constitute a single Receivable owing to Seller by Account Debtor, such that Servicer’s obligations under this Section 7 will overlap with Servicer’s obligations under Section 7 of the contrary hereinSeries F Agreement, neither Seller nor Servicer and (iii) Servicer’s actions under this Section 7 shall be required to take any action that could reasonably be expected to materially prejudice or limit in any material respect Sellertaken together with Servicer’s ability to collect actions under Section 7 of the amounts due on the Receivable BalanceSeries F Agreement for purposes of determining compliance with this Section 7.

Appointment of Servicer. Purchaser appoints Seller as its servicer and agent (in such capacity, the “Servicer”) for the administration and servicing of the Purchased Receivable, and Seller hereby accepts such appointment and agrees to assume the duties and the administration and servicing obligations as Servicer, and perform all customary and appropriate commercial collection activities (short of litigation) in arranging the timely payment of amounts due and owing by Account Debtor all in accordance with applicable laws, rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions. Such appointment as Servicer shall not release Seller from any of its other duties to comply with any other terms, covenants and provisions of this Agreement. In connection with its servicing obligations, Servicer will, and will ensure that Seller will, perform their respective obligations and exercise their respective rights under the Contract with the same care and applying the same policies in all material respects as they apply to receivables similar to the Purchased Receivable generally and would exercise and apply if they owned the Purchased Receivable and shall act to maximize Collections with respect to the Purchased ReceivableCollections. Servicer will be deemed to have acted to maximize Collections with respect to the Purchased Receivable and satisfy its obligations in this Section 7 to the extent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the performance of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, without Servicer’s prior written consent, which consent shall not be unreasonably withheld, Servicer will not be required to take any action in connection with its servicing obligations under this Section 7(a) that it has not taken in administering and servicing other Part D receivables of Seller the Purchased Receivable in the past; provided that, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaser, Purchaser shall reimburse Servicer for any reasonable expenses incurred in connection with such action. Servicer may perform any and all of its duties and exercise its rights and powers by or through any one or more agents appointed by Servicer. Seller’s appointment as servicer and agent is not a representation or warranty by Seller with respect to the amounts, if any, that will be paid by Account Debtor or the timing of such payments. Notwithstanding anything to the contrary herein, neither Seller nor Servicer shall be required to take any action that could reasonably be expected to materially prejudice or limit in any material respect Seller’s ability to collect the amounts due on the Receivable Balance.

Appointment of Servicer. Each Purchaser appoints Seller Constellium Muscle Shoals LLC as its servicer and agent (in such capacity, the “Servicer”) for the administration and servicing of the all Purchased ReceivableReceivables sold to such Purchaser hereunder, and Seller Servicer hereby accepts such appointment and agrees to assume the duties and the administration and servicing obligations as Servicer, and perform all customary necessary and appropriate commercial collection activities (short of litigation) in arranging the timely payment of amounts due and owing by any Account Debtor all in accordance with applicable laws, rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actionsactions (including, if necessary, acting as party of record in foreign jurisdictions). The Servicer shall also maintain and update the schedule of Receivables listing those Receivables purchased from time to time by each Purchaser under this Agreement and the Servicer shall indicate in the Servicer’s books and records and in the appropriate computer files those Receivables purchased from time to time by each Purchaser. In addition, Servicer shall track all Purchased Receivables on its ERP system or similar system. Such appointment as Servicer shall not release Seller from any of its other duties to comply with any other terms, covenants and provisions of this Agreement. In connection with its servicing obligations, Servicer will, and will ensure that Seller will, perform their its respective obligations and exercise their and enforce its respective rights and remedies under the Contract contracts and other agreements related to the Purchased Receivables (the “Contracts”) with the same care and applying the same policies in all material respects as they apply it applies to receivables similar to the Purchased Receivable its own Receivables generally and would exercise and apply if they it owned the Purchased Receivable Receivables and shall act to maximize Collections with respect to the Purchased Receivable. Servicer will be deemed to have acted to maximize Collections with respect to the Purchased Receivable and satisfy its obligations in this Section 7 to the extent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the performance of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, without Servicer’s prior written consent, which consent shall not be unreasonably withheld, Servicer will not be required to take any action in connection with its servicing obligations under this Section 7(a) that it has not taken in administering and servicing other Part D receivables of Seller in the past; provided that, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaser, Purchaser shall reimburse Servicer for any reasonable expenses incurred in connection with such action. Servicer may perform any and all of its duties and exercise its rights and powers by or through any one or more agents appointed by Servicer. Seller’s appointment as servicer and agent is not a representation or warranty by Seller with respect to the amounts, if any, that will be paid by Account Debtor or the timing of such payments. Notwithstanding anything to the contrary herein, neither Seller nor Servicer shall be required to take any action that could reasonably be expected to materially prejudice or limit in any material respect Seller’s ability to collect the amounts due on the Receivable Balance.use

Appointment of Servicer. Purchaser Recco hereby appoints the Seller to act as its servicer and agent (in such capacity, the “Servicer”) for the administration and servicing of the Purchased ReceivableContracts in the name of and on behalf of Recco, its successors and assigns, in accordance with the provisions hereof and the Seller hereby accepts such appointment appointment. The Servicer shall use reasonable care (and, in any event, no less care than it exercises with respect to all Contracts it services for itself and agrees to assume the duties and the administration and servicing obligations as Servicer, and perform all customary and appropriate commercial collection activities (short of litigationothers) in arranging performing its duties as servicer hereunder using at least that degree of skill and attention that a prudent Person similarly situated and charged with similar functions would utilize and, without limiting the timely payment of amounts due and owing by Account Debtor all foregoing, shall service the Purchased Contracts in accordance with the Credit and Collection Policy, and all applicable laws, rules and regulations. The Servicer or its agent shall hold the Files. The duties of the Servicer will include, without limitation, collection and posting of all payments, responding to inquiries of Obligors regarding the Purchased Contracts, investigating delinquencies, remitting payments to the Group Agents, the Administrative Agent and the other Persons entitled thereto in a timely manner, furnishing monthly, quarterly and annual statements with respect to collections and payments in accordance with the provisions of this Agreement, and maintaining the perfected first priority security interest of the Collateral Agent in the Collateral as contemplated in this Agreement and the Security Agreement. Subject to applicable laws, rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions. Such appointment as the Servicer shall not release Seller from accelerate the maturity of all or any of its other duties to comply with scheduled payments under any other terms, covenants and provisions of this Agreement. In connection with its servicing obligations, Servicer will, and will ensure that Seller will, perform their respective obligations and exercise their respective rights Purchased Contract under which a default under the terms thereof has occurred and is continuing (after the lapse of any applicable grace period) no later than the date such Contract with becomes a Defaulted Contract. If required by law, the same care and applying the same policies in Servicer shall collect all material respects as they apply to receivables similar to the Purchased Receivable generally and would exercise and apply if they owned the Purchased Receivable and shall act to maximize Collections payments with respect to amounts due for taxes, assessments and insurance premiums relating to such Contracts and remit such amounts to the appropriate Governmental Authority or insurer on or prior to the date such payments are due. In any case in which any Vehicle related to a Purchased ReceivableContract has suffered damage, the Servicer will expend funds in connection with any repair or toward the repossession of such Vehicle if it reasonably determines that such repair and/or repossession will increase the Recoveries by an amount greater than the amount expended. The Servicer will be deemed to have acted to maximize Collections with respect to the Purchased Receivable and satisfy its obligations in this Section 7 to the extent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the performance of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, without Servicer’s prior written consent, which consent shall not be unreasonably withheld, Servicer will not be required to take any action pay all expenses incurred by it in connection with its servicing obligations activities under this Section 7(a) that it has not taken in administering Agreement, including fees and servicing other Part D receivables disbursements of Seller in independent accountants, taxes imposed on the past; provided thatServicer, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaser, Purchaser shall reimburse Servicer for any reasonable expenses incurred in connection with such action. Servicer may perform any payments and reports pursuant to this Agreement, and all other fees and expenses not expressly stated under this Agreement to be for the account of its duties and exercise its rights and powers by or through any one or more agents appointed by Servicerthe Seller. Seller’s appointment as servicer and agent is not a representation or warranty by Seller with respect to the amounts, if any, that The Servicer will be paid by Account Debtor required to pay all reasonable fees and expenses owing to any bank or trust company in connection with the timing maintenance of such paymentsthe Bank Accounts and the fees and reasonable expenses of the Administrative Agent, each Group Agent and the Collateral Agent. Notwithstanding anything to the contrary herein, neither Seller nor The Servicer shall be required to take pay such fees and expenses for its own account and shall not be entitled to any action that could reasonably be expected to materially prejudice payment or limit reimbursement therefor other than as expressly provided for in any material respect Seller’s ability to collect the amounts due on the Receivable BalanceOperative Documents.

Appointment of Servicer. Each Purchaser appoints Seller Wise Alloys LLC as its servicer and agent (in such capacity, the “Servicer”) for the administration and servicing of the all Purchased ReceivableReceivables sold to such Purchaser hereunder, and Seller Servicer hereby accepts such appointment and agrees to assume the duties and the administration and servicing obligations as Servicer, and perform all customary necessary and appropriate commercial collection activities (short of litigation) in arranging the timely payment of amounts due and owing by any Account Debtor all in accordance with applicable laws, rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actionsactions (including, if necessary, acting as party of record in foreign jurisdictions). The Servicer shall also maintain and update the schedule of Receivables listing those Receivables purchased from time to time by each Purchaser under this Agreement and the Servicer shall indicate in the Servicer’s books and records and in the appropriate computer files those Receivables purchased from time to time by each Purchaser. In addition, Servicer shall track all Purchased Receivables on its ERP system or similar system. Such appointment as Servicer shall not release Seller from any of its other duties to comply with any other terms, covenants and provisions of this Agreement. In connection with its servicing obligations, Servicer will, and will ensure that Seller will, perform their its respective obligations and exercise their and enforce its respective rights and remedies under the Contract contracts and other agreements related to the Purchased Receivables (the “Contracts”) with the same care and applying the same policies in all material respects as they apply it applies to receivables similar to the Purchased Receivable its own Receivables generally and would exercise and apply if they it owned the Purchased Receivable Receivables and shall act to maximize Collections with respect to the Purchased Receivable. Servicer will be deemed to have acted to maximize Collections with respect to the Purchased Receivable and satisfy its obligations in this Section 7 to the extent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the performance of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, without Servicer’s prior written consent, which consent shall not be unreasonably withheld, Servicer will not be required to take any action in connection with its servicing obligations under this Section 7(a) that it has not taken in administering and servicing other Part D receivables of Seller in the past; provided that, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaser, Purchaser shall reimburse Servicer for any use commercially reasonable expenses incurred efforts in connection with such actionactivities and standards to maximize Collections. Servicer may perform any In consideration for its activities as Servicer, on the date of the first purchase hereunder, and all on each one-year anniversary of its duties and exercise its rights and powers by this Agreement (or through any one or more agents appointed by Servicer. Seller’s appointment as servicer and agent if such one-year anniversary is not a representation Business Day, the next succeeding Business Day), the Purchasers shall (ratably, based on their respective Ratable Shares thereof), so long as this Agreement remains in effect at such time and so long as Wise Alloys LLC has not been terminated or warranty by Seller with respect replaced on or prior to such date, pay to the amountsServicer, if anya servicing fee (each such annual payment, that will be paid by Account Debtor or a “Servicing Fee”) in cash in immediately available funds, in an amount, in the timing case of each such payments. Notwithstanding anything annual Servicing Fee, equal to the contrary herein, neither Seller nor Servicer shall be required to take any action that could reasonably be expected to materially prejudice or limit in any material respect Seller’s ability to collect the amounts due on the Receivable Balance$20,000.

Appointment of Servicer. Purchaser Xxxxx hereby appoints the Seller to act as its servicer and agent (in such capacity, the “Servicer”) for the administration and servicing of the Purchased ReceivableContracts in the name of and on behalf of Xxxxx, its successors and assigns, in accordance with the provisions hereof and the Seller hereby accepts such appointment appointment. The Servicer shall use reasonable care (and, in any event, no less care than it exercises with respect to all Contracts it services for itself and agrees to assume the duties and the administration and servicing obligations as Servicer, and perform all customary and appropriate commercial collection activities (short of litigationothers) in arranging performing its duties as servicer hereunder using at least that degree of skill and attention that a prudent Person similarly situated and charged with similar functions would utilize and, without limiting the timely payment of amounts due and owing by Account Debtor all foregoing, shall service the Purchased Contracts in accordance with the Credit and Collection Policy, and all applicable laws, rules and regulations. The Servicer or its agent shall hold the Files. The duties of the Servicer will include, without limitation, collection and posting of all payments, responding to inquiries of Obligors regarding the Purchased Contracts, investigating delinquencies, remitting payments to the Program Manager and the other Persons entitled thereto in a timely manner, furnishing monthly, quarterly and annual statements with respect to collections and payments in accordance with the provisions of this Agreement, and maintaining the perfected first priority security interest of the Collateral Agent in the Collateral as contemplated in this Agreement and the Triple-A One Security Agreement. Subject to applicable laws, rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions. Such appointment as the Servicer shall not release Seller from accelerate the maturity of all or any of its other duties to comply with scheduled payments under any other terms, covenants and provisions of this Agreement. In connection with its servicing obligations, Servicer will, and will ensure that Seller will, perform their respective obligations and exercise their respective rights Purchased Contract under which a default under the terms thereof has occurred and is continuing (after the lapse of any applicable grace period) no later than the date such Contract with becomes a Defaulted Contract. If required by law, the same care and applying the same policies in Servicer shall collect all material respects as they apply to receivables similar to the Purchased Receivable generally and would exercise and apply if they owned the Purchased Receivable and shall act to maximize Collections payments with respect to amounts due for taxes, assessments and insurance premiums relating to such Contracts and remit such amounts to the appropriate Governmental Authority or insurer on or prior to the date such payments are due. In any case in which any Vehicle related to a Purchased ReceivableContract has suffered damage, the Servicer will expend funds in connection with any repair or toward the repossession of such Vehicle if it reasonably determines that such repair and/or repossession will increase the Recoveries by an amount greater than the amount expended. The Servicer will be deemed to have acted to maximize Collections with respect to the Purchased Receivable and satisfy its obligations in this Section 7 to the extent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the performance of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, without Servicer’s prior written consent, which consent shall not be unreasonably withheld, Servicer will not be required to take any action pay all expenses incurred by it in connection with its servicing obligations activities under this Section 7(a) that it has not taken in administering Agreement, including fees and servicing other Part D receivables disbursements of Seller in independent accountants, taxes imposed on the past; provided thatServicer, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaser, Purchaser shall reimburse Servicer for any reasonable expenses incurred in connection with such action. Servicer may perform any payments and reports pursuant to this Agreement, and all other fees and expenses not expressly stated under this Agreement to be for the account of its duties and exercise its rights and powers by or through any one or more agents appointed by Servicerthe Seller. Seller’s appointment as servicer and agent is not a representation or warranty by Seller with respect to the amounts, if any, that The Servicer will be paid by Account Debtor required to pay all reasonable fees and expenses owing to any bank or trust company in connection with the timing maintenance of such paymentsthe Bank Accounts and the fees and reasonable expenses of the Program Manager. Notwithstanding anything to the contrary herein, neither Seller nor The Servicer shall be required to take pay such fees and expenses for its own account and shall not be entitled to any action that could reasonably be expected to materially prejudice payment or limit reimbursement therefor other than as expressly provided for in any material respect Seller’s ability to collect the amounts due on the Receivable BalanceOperative Documents.

Appointment of Servicer. Purchaser appoints Seller as its servicer (a) The servicing, administering and agent (in such capacity, the “Servicer”) for the administration and servicing collection of the Purchased Receivable, and Seller hereby accepts Receivables shall be conducted by such appointment and agrees Person (the "Servicer") so designated from time to assume the duties and the administration and servicing obligations as Servicer, and perform all customary and appropriate commercial collection activities (short of litigation) in arranging the timely payment of amounts due and owing by Account Debtor all time in accordance with applicable laws, rules and regulationsthis Section 6.1. Until the Administrative Agent, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions. Such appointment as Servicer shall not release Seller from any of its other duties to comply with any other terms, covenants and provisions of this Agreement. In connection with its servicing obligations, Servicer will, and will ensure that Seller will, perform their respective obligations and exercise their respective rights under the Contract with the same care and applying the same policies in all material respects as they apply to receivables similar to the Purchased Receivable generally and would exercise and apply if they owned the Purchased Receivable and shall act to maximize Collections with respect to the Purchased Receivable. Servicer will be deemed to have acted to maximize Collections with respect to the Purchased Receivable and satisfy its obligations in this Section 7 to the extent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the performance of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, without Servicer’s prior written consent, which consent shall not be unreasonably withheld, Servicer will not be required to take any action in connection with its servicing obligations under this Section 7(a) that it has not taken in administering and servicing other Part D receivables of Seller in the past; provided that, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaserthe Funding Agents, Purchaser shall reimburse gives notice to TMN of the designation of a new Servicer for any reasonable expenses incurred in connection with such actionpursuant to this Section 6.1, TMN is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Servicer may perform not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Administrative Agent and all each Funding Agent; provided that TMN shall be permitted to delegate its duties hereunder to any of its Affiliates or their agents and may use subservicers, but such delegation shall not relieve TMN of its duties and exercise obligations hereunder. The Administrative Agent (with the consent or at the direction of the Funding Agents) shall, after the occurrence of a Servicer Default or any other Termination Event, designate as Servicer the Back-up Servicer to succeed TMN. The Back-up Servicer hereby agrees to perform the duties and obligations of the Servicer pursuant to the terms hereof. In the event the Back-up Servicer is unable to accept the appointment or to perform such duties and obligations of the Servicer, the Successor Servicer shall, notwithstanding any other provision set forth herein, use reasonable efforts to act as the Servicer and shall use reasonable efforts to perform, or to engage a third party to perform, the duties and obligations of the Servicer pursuant to the terms hereof. Chase shall be entitled to the Successor Servicer Fee in its rights and powers by or through any one or more agents appointed by capacity as Successor Servicer prior to acting in the capacity as Servicer. Seller’s appointment as servicer and agent is not Following a representation Servicer Default or warranty by Seller a Termination Event, the Administrative Agent may (with respect to the amountsconsent or at the direction of the Funding Agents) notify any Credit Card Processor or Restaurant of the designation of the Back-up Servicer or, if anyapplicable, that will be paid by Account Debtor the Successor Servicer as Servicer. After the occurrence of a Servicer Default or any other Termination Event, the timing Servicer and the Transferor each hereby irrevocably authorize and grant to each of such payments. Notwithstanding anything to the contrary herein, neither Seller nor Back-up Servicer shall be required and the Successor Servicer an irrevocable power-of-attorney to take any action and all steps in the Servicer's or the Transferor's name and on behalf of the Servicer or the Transferor that could reasonably be expected are necessary or desirable to materially prejudice or limit in any material respect Seller’s ability to collect the perform its duties hereunder, including collecting amounts due under the Receivables, including without limitation, endorsing the Servicer's name on checks and other instruments representing Collections and enforcing the Receivable BalanceReceivables and related Contracts. This power-of-attorney is coupled with an interest.

Appointment of Servicer. Purchaser appoints Seller as its servicer and agent (in such capacity, Subject to the “Servicer”) for the administration and servicing of the Purchased Receivable, and Seller hereby accepts such appointment and agrees to assume the duties and the administration and servicing obligations as Servicer, and perform all customary and appropriate commercial collection activities (short of litigation) in arranging the timely payment of amounts due and owing by Account Debtor all in accordance with applicable laws, rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions. Such appointment as Servicer shall not release Seller from any of its other duties to comply with any other terms, covenants and provisions terms of this Agreement, Assignee hereby appoints Servicer to act as servicer, and Servicer hereby agrees to accept Assignee’s appointment to act as servicer, for the purpose of (i) servicing and administering the Selected Transactions and the related Transaction Documents and (ii) receiving and applying Payments received under, and responding to communications made by Kansas State Bank of Manhattan to Assignor under, the Kansas State Bank Transaction Documents, in each instance with such authority as is specifically granted to Servicer by the terms of this Agreement together with such other authority as is reasonably necessary and incidental thereto in order to allow the Servicer to carry out its duties and responsibilities hereunder. In connection with its servicing obligationsSubject to the terms of this Agreement, Servicer willshall in good faith manage, service, administer and report upon, and will ensure that Seller will, perform their respective obligations and exercise their respective rights under the Contract with the same care and applying the same policies in all material respects as they apply to receivables similar to the Purchased Receivable generally and would exercise make and apply if they owned the Purchased Receivable and shall act to maximize Collections collections of Payments with respect to, the Selected Transactions using that degree of care the Servicer uses to the Purchased Receivable. Servicer will be deemed to have acted to maximize Collections with respect to the Purchased Receivable service commercial loan or lease transactions, of comparable size, and satisfy its obligations in this Section 7 to the extent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables associated transaction documents held for its own account. The compensation to Seller for Without limiting the performance of its obligations as Servicer generality of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, without Servicer’s prior written consent, which consent shall not be unreasonably withheldforegoing, Servicer will not be required represents and warrants to take any action in connection with its servicing obligations under this Section 7(a) Assignee that it has or, as of the Effective Date, will have sufficient information to provide all servicing services required by this Agreement as to the Selected Transactions and the related Transaction Documents and to properly service each Selected Transaction and the related Transaction Documents and to deal in all respects with all Obligors thereunder. On or before October 6, 2009, Assignee will have the option to assume the servicing and administration of approximately 50% of the Selected Transactions as specified in a notice given to Servicer (the “Assumption Notice”). Upon the completion of the transfer from Servicer to Assignee of the servicing and administration of such Selected Transactions specifically identified in the Assumption Notice, such Selected Transactions will thereafter not taken in administering be part of the Selected Transactions for purposes of Servicer’s ongoing administration and servicing other Part D receivables services hereunder. The servicing and administration of Seller in the past; provided that, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaser, Purchaser shall reimburse Servicer for any reasonable expenses incurred in connection with such action. Servicer may perform any and all of its duties and exercise its rights and powers by or through any one or more agents appointed by Servicer. Seller’s appointment as servicer and agent is not a representation or warranty by Seller with respect to the amounts, if any, that remaining Selected Transactions will be paid by Account Debtor or the timing of such payments. Notwithstanding anything transferred from Servicer to the contrary herein, neither Seller nor Servicer shall be required to take any action that could reasonably be expected to materially prejudice or limit in any material respect Seller’s ability to collect the amounts due Assignee on the Receivable Balancedate this Agreement terminates.

Appointment of Servicer. Purchaser appoints Seller as its servicer and agent (in such capacity, Until the “Servicer”) for Administrative Agent gives notice to the administration and servicing Transferor of the Purchased Receivabledesignation of a new Servicer in accordance with the last sentence of this Section, Mattel is hereby designated as, and Seller hereby accepts such appointment and agrees to assume perform the duties and obligations of, the administration and servicing obligations Servicer pursuant to the terms hereof; provided that, with respect to any group of Listed Receivables, Mattel (solely in its capacity as Servicer) may, at any time, upon prior written notice to the Administrative Agent, designate any Affiliate of Mattel as sub-servicer hereunder; provided, however, that such Affiliate shall not become the Servicer and, notwithstanding any such delegation, Mattel shall remain liable for the performance of the duties and perform all customary and appropriate commercial collection activities (short obligations of litigation) in arranging the timely payment of amounts due and owing by Account Debtor all Servicer in accordance with applicable laws, rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions. Such appointment as Servicer shall not release Seller from any of its other duties to comply with any other terms, covenants and provisions the terms of this Agreement. In connection with its servicing obligations, Servicer will, Agreement without diminution of such liability by virtue of such delegation and will ensure that Seller will, perform their respective obligations to the same extent and exercise their respective rights under the Contract with the same care terms and applying the same policies in all material respects conditions as they apply to receivables similar if Mattel alone were performing such duties and obligations. Subject to the Purchased Receivable generally foregoing, Mattel hereby delegates to Xxxxxx-Xxxxx all of Mattel’s duties and would exercise and apply if they owned the Purchased Receivable and shall act to maximize Collections obligations under Section 4.02 below with respect to the Purchased ReceivableListed Receivables originated by Xxxxxx-Xxxxx, and Xxxxxx-Xxxxx hereby accepts such delegation. Mattel acknowledges that the Administrative Agent and the Purchasers have relied on the agreement of Mattel to act as the Servicer will be deemed hereunder in making their decision to have acted to maximize Collections with respect execute and deliver this Agreement. Accordingly, Mattel agrees that it shall not voluntarily resign as the Servicer. In the event that a new “Servicer” has been designated pursuant to the Purchased Receivable Mattel, Inc. First Amended and satisfy its Restated Receivables Purchase Agreement Purchase and Sale Agreement or upon the occurrence of a Servicer Default as contemplated by Section 4.04, the Administrative Agent may designate as Servicer any Person (including the Administrative Agent) to succeed Mattel or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations in this Section 7 of the Servicer pursuant to the extent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the performance of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, without Servicer’s prior written consent, which consent shall not be unreasonably withheld, Servicer will not be required to take any action in connection with its servicing obligations under this Section 7(a) that it has not taken in administering and servicing other Part D receivables of Seller in the past; provided that, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaser, Purchaser shall reimburse Servicer for any reasonable expenses incurred in connection with such action. Servicer may perform any and all of its duties and exercise its rights and powers by or through any one or more agents appointed by Servicer. Seller’s appointment as servicer and agent is not a representation or warranty by Seller with respect to the amounts, if any, that will be paid by Account Debtor or the timing of such payments. Notwithstanding anything to the contrary herein, neither Seller nor Servicer shall be required to take any action that could reasonably be expected to materially prejudice or limit in any material respect Seller’s ability to collect the amounts due on the Receivable Balanceterms hereof.

Appointment of Servicer. Purchaser appoints Seller as its servicer and agent (in such capacity, the “Servicer”) for the administration and servicing of the Purchased Receivable, and Seller hereby accepts such appointment and agrees to assume the duties and the administration and servicing obligations as Servicer, and perform all customary and appropriate commercial collection activities (short of litigation) in arranging the timely payment of amounts due and owing by Account Debtor all in accordance with applicable laws, rules and regulations, with commercially reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions. Such appointment as Servicer shall not release Seller from any of its other duties to comply with any other terms, covenants and provisions of this Agreement. In connection with its servicing obligations, Servicer will, and will ensure that Seller will, perform their respective obligations and exercise their respective rights under the Contract with the same care and applying the same policies in all material respects as they apply to receivables similar to the Purchased Receivable generally and would exercise and apply if they owned the Purchased Receivable and shall act to maximize Collections with respect to the Purchased Receivable. Servicer will be deemed to have acted to maximize Collections with respect to the Purchased Receivable and satisfy its obligations in this Section 7 to the extent that Servicer acts in a manner that is reasonably consistent, in all material respects, with how it collects similar receivables for its own account. The compensation to Seller for the performance of its obligations as Servicer of the Purchased Receivable is included in the payment of the Upfront Purchase Price for the Purchased Receivable. For the avoidance of doubt, without Servicer’s prior written consent, which consent shall not be unreasonably withheld, Servicer will not be required to take any action in connection with its servicing obligations under this Section 7(a) that it has not taken in administering and servicing other Part D receivables of Seller in the past; provided that, to the extent Servicer takes any action inconsistent with or in addition to its past practice at the direction of Purchaser, Purchaser shall reimburse Servicer for any reasonable expenses incurred in connection with such action. Servicer may perform any and all of its duties and exercise its rights and powers by or through any one or more agents appointed by Servicer. Seller’s appointment as servicer and agent is not a representation or warranty by Seller with respect to the amounts, if any, that will be paid by Account Debtor or the timing of such payments. Notwithstanding anything Purchaser acknowledges and agrees that (i) Servicer is the same Servicer designated under the Series D Agreement, (ii) the Purchased Receivable and the Series D Receivable together constitute a single Receivable owing to Seller by Account Debtor, such that Servicer’s obligations under this Section 7 will overlap with Servicer’s obligations under Section 7 of the contrary hereinSeries D Agreement, neither Seller nor Servicer and (iii) Servicer’s actions under this Section 7 shall be required to take any action that could reasonably be expected to materially prejudice or limit in any material respect Sellertaken together with Servicer’s ability to collect actions under Section 7 of the amounts due on the Receivable BalanceSeries D Agreement for purposes of determining compliance with this Section 7.