Credit for Service Purchaser shall cause each benefit plan, severance plan and time-off program maintained, sponsored, adopted or contributed to by Purchaser or its Affiliates in which Transferred Employees are eligible to participate (collectively, the “Purchaser Benefit Plans”), to take into account for all purposes under Purchaser Benefit Plans (but not for purposes of defined benefit pension accruals under any defined benefit plan) the service of such employees with Seller or its Affiliates prior to the Transfer Date to the same extent as such service was credited for the applicable purpose by Seller or the applicable Affiliate. In addition, Purchaser shall cause each Transferred Employee to be immediately eligible to participate, without any waiting time, in any and all Purchaser Benefit Plans.
Description of Administration Services on a Continuous Basis PFPC will perform the following administration services with respect to each Portfolio:
Annual Collateral Verification Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(c), Company shall deliver to Collateral Agent a certificate of an Authorized Officer either (i) confirming that there has been no change in such information since the date of the Collateral Questionnaire delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.1(o) or (ii) identifying such changes;
Preservation of Serviced Appointments Without the prior written consent of the Purchasers, the Sellers shall not (a) amend or modify any Serviced Corporate Trust Contract with respect to any Serviced Appointment, (b) terminate, or consent to the termination of, any Serviced Corporate Trust Contract, (c) sell, transfer, assign or otherwise dispose of any Serviced Appointment, or resign (or consent to removal) from any Serviced Appointment, except as permitted pursuant to Section 7.2.1 and except in the event that the applicable Seller reasonably determines, in consultation with the Purchasers, that such Seller is required to resign from such Serviced Appointment based on a bona fide risk management decision of the Seller Group related to financial crimes compliance or financial crimes related matters, or (d) agree to do any of the foregoing, in each case, except as required to comply with applicable Law or the requirements of a Government Authority of competent jurisdiction.
Administration of Inventory Borrower shall keep records of its and its Subsidiaries’ Inventory which records shall be complete and accurate and complete in all material respects. Borrower shall furnish to Agent Inventory reports concurrently with the delivery of each Borrowing Base Certificate described in subsection 8.1.4 or more frequently as requested by Agent, which reports will be in such other format and detail as Agent shall request and shall include a current list of all locations of Borrower’s Inventory. Borrower shall conduct a physical inventory no less frequently than annually and shall provide to Agent a report based on each such physical inventory promptly thereafter, together with such supporting information as Agent shall reasonably request.
Agent for Service (a) The agent for service of the Depositor in respect of this Agreement will be the person holding the office of Corporate Secretary of the Depositor, at the following address: Ford Credit Auto Receivables Two LLC c/o Ford Motor Credit Company LLC World Headquarters, Xxxxx 000-X0 Xxx Xxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: Securitization Operations Supervisor Telephone: (000) 000-0000 Fax: (000) 000-0000
EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER The Board's delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.
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.
Processing Grievances The grievant shall be granted reasonable time off with pay from regularly scheduled duty hours to process a grievance, provided that the time off will be devoted to the prompt and efficient investigation and handling of grievances, subject to the following:
Address for Service Any notice to be given or served under or arising out of a provision of the Contract must: be in writing; be delivered by hand, sent by prepaid express post or sent by email (except for notices under clauses 14 and 15 which, if sent by email, must additionally be delivered by hand or sent by prepaid express post) to the relevant address or email address: specified in the Contract Particulars; or last notified in writing to the party giving or serving the notice, for the party to whom or upon which the notice is to be given or served; be signed by the party giving or serving the notice or (on the party's behalf) by the solicitor for or attorney, director, secretary or authorised agent of the party giving or serving the notice; and in the case of notices sent by email: be in Portable Document Format (pdf) and appended as an attachment to the email; and include the words "This is a notice under clause 16.7 of the Contract" in the subject field of the email. Receipt of Notices Subject to paragraph (b), a notice given or served in accordance with clause 16.7 is taken to be received by the party to whom or upon whom the notice is given or served in the case of: delivery by hand, on delivery; prepaid express post sent to an address in the same country, on the fifth day after the date of posting; prepaid express post sent to an address in another country, on the seventh day after the date of posting; and email, the earlier of: delivery to the email address to which it was sent; or one hour after the email enters the server of the email address to which it was sent, provided that no delivery or transmission error is received by the sender within one hour of the time of sending shown on the "sent" email. In the case of notices under clauses 14 and 15, if the notice is sent by email as well as being delivered by hand or sent by prepaid express post in accordance with clause 16.7(b), the notice is taken to be received by the party to whom or upon whom the notice is given or served on the earlier of: the date the notice sent by email is taken to be received; or the date the notice delivered by hand or sent by prepaid express post is taken to be received, as determined in accordance with paragraph (a).
