RFC Sample Clauses

RFC. The RFC for a particular Active Field may recommend to the EC that the research activities with respect to a particular Active Project should be terminated. If the EC approves such a termination, the RFC for the applicable Active Field shall rebudget all remaining Active Projects within the Active Field. Any Active Project terminated by the applicable RFC shall be deemed an Inactive Project.
RFC. Each of NFLP, the Master Servicer and the Series 1997-1 Collateral Agent (solely in its capacity as such), hereby covenants and agrees that it will not, and the Master Servicer will cause the Lessees not to, prior to the date which is one year and one day after the payment in full of the latest maturing Commercial Paper Notes, institute against, or join with any other Person in instituting against, RFC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any Federal or state bankruptcy or similar law, subject to any retained rights set forth therein; provided, however, that nothing in this Section 8.09(b) shall constitute a waiver of any right to indemnification, reimbursement or other payment from RFC pursuant to the Series 1997-1 Collateral Agreement or other CP Program Document or other Related Document. In the event that NFLP, the Master Servicer, the Series 1997-1 Collateral Agent (solely in its capacity as such) or any of the Lessees takes action in violation of this Section 8.09(b), RFC agrees that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by any such Person against RFC or the commencement of such action and raise the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 8.09(b) shall survive the termination of this Agreement and the resignation or removal of the Series 1997-1 Collateral Agent. Nothing contained herein shall preclude participation by NFLP, the Master Servicer, the Series 1997-1 Collateral Agent or any Lessee in assertion or defense of its claims in any such proceeding involving RFC. The obligations of RFC under this Agreement are solely the corporate obligations of RFC. No recourse shall be had for the payment of any amount owing in respect of this Agreement, including the payment or any fee hereunder or any other obligation or claim arising out of or based upon this Agreement, against any stockholder, employee, officer, director, affiliate or incorporator of RFC; provided, however, nothing in this Section 8.09(b) shall relieve any of the foregoing Persons from any liability which any such Person may otherwise have for its gross negligence or willful misconduct.

Related to RFC

Depositor J.P. Morgan Chase Commercial Mortgage Securities Corp. 383 Madison Avenue 31st Floor New York, New York 10179 Attention: Kunal K. Singh E-mail: kunal.k.singh@jpmorgan.com with a copy to: J.P. Morgan Chase Commercial Mortgage Securities Corp. 383 Madison Avenue 32nd Floor New York, New York 10179 Attention: Bianca A. Russo Managing Director and Associate General Counsel Telecopy number: (917) 464-6116 E-mail: russo_bianca@jpmorgan.com
THE SERVICER AND THE DEPOSITOR Section 6.01 Liability of the Servicer and the Depositor. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Servicer herein. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Depositor.
The Seller Ex. A SECOND STEP RECEIVABLES ASSIGNMENT PURSUANT TO THE TRUST SALE AGREEMENT * * * *
Administration and Servicing of Receivables SECTION 4.01 Duties of Servicer.
Sub-Servicer Any Person that (i) is a Servicing Function Participant, (ii) services Mortgage Loans on behalf of any Servicer, and (iii) is responsible for the performance (whether directly or through sub-servicers or Subcontractors) of Servicing functions required to be performed under this Agreement, any related Designated Servicing Agreement or any sub-servicing agreement that are identified in Item 1122(d) of Regulation AB.
Originator Depositor ▪ Any 1108(a)(2) Servicer (other than the Master Servicer or Securities Administrator) Servicer ▪ Any other party contemplated by 1100(d)(1) Depositor Item 3: Sale of Securities and Use of Proceeds Information from Item 2(a) of Part II of Form 10-Q: With respect to any sale of securities by the sponsor, depositor or issuing entity, that are backed by the same asset pool or are otherwise issued by the issuing entity, whether or not registered, provide the sales and use of proceeds information in Item 701 of Regulation S-K. Pricing information can be omitted if securities were not registered. Depositor Item 4: Defaults Upon Senior Securities Information from Item 3 of Part II of Form 10-Q: Report the occurrence of any Event of Default (after expiration of any grace period and provision of any required notice) Securities Administrator Trustee Item 5: Submission of Matters to a Vote of Security Holders Information from Item 4 of Part II of Form 10-Q Securities Administrator Trustee Item 6: Significant Obligors of Pool Assets Item 1112(b) - Significant Obligor Financial Information* Depositor *This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item. Item 7: Significant Enhancement Provider Information Item 1114(b)(2) - Credit Enhancement Provider Financial Information* ▪ Determining applicable disclosure threshold Depositor ▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference Depositor ▪ Determining current maximum probable exposure Depositor ▪ Determining current significance percentage Depositor ▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference Depositor Item 8: Other Information Disclose any information required to be reported on Form 8-K during the period covered by the Form 10-D but not reported Any party responsible for the applicable Form 8-K Disclosure item Item 9B: Other Information Disclose any information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported Any party responsible for disclosure items on Form 8-K Significant Obligor Financial Information* Depositor *This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item. ▪ Determining applicable disclosure threshold Depositor ▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference Depositor *This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items. ▪ Determining current maximum probable exposure Depositor ▪ Determining current significance percentage Depositor ▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference Depositor *This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items. Reg AB Item 1117: Legal Proceedings Any legal proceeding pending against the following entities or their respective property, that is material to Certificateholders, including any proceeding sknown to be contemplated by governmental authorities: ▪ Issuing Entity (Trust Fund) Trustee, Master Servicer, Securities Administrator and Depositor ▪ Sponsor (Seller) Seller (if a party to the Pooling and Servicing Agreement) or Depositor ▪ Depositor Depositor ▪ Trustee Trustee ▪ Securities Administrator Securities Administrator ▪ Master Servicer Master Servicer ▪ Custodian Custodian
Servicing of Receivables The Master Servicer shall service the Receivables as required by the terms of this Agreement and in material compliance with its standard and customary procedures for servicing all its other comparable motor vehicle receivables and in compliance with applicable law; and
Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer The Master Servicer and the Special Servicer shall afford the Depositor, the Trustee, the Certificate Administrator and, subject to Section 12.13 of this Agreement, each Rating Agency, upon reasonable notice, during normal business hours access to all records maintained by it in respect of its rights and obligations hereunder and access to its officers responsible for such obligations, if reasonably related to the performance of the obligations of such Person under this Agreement. Upon request, if reasonably related to the performance of the obligations of such Person under this Agreement, the Master Servicer and the Special Servicer shall furnish to the Depositor, each of the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator its most recent publicly available annual financial statements or those of its public parent. The Depositor is not obligated to monitor or supervise the performance of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee under this Agreement. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer hereunder which are in default and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of such Person hereunder or exercise its rights hereunder, provided that the Master Servicer and the Special Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. In the event the Depositor or its designee undertakes any such action it will be reimbursed by the Trust Fund from the Collection Account as provided in Section 3.06 and Section 6.03 of this Agreement to the extent not recoverable from the Master Servicer or the Special Servicer, as applicable. None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer (with respect to the Special Servicer) or the Special Servicer (with respect to the Master Servicer) shall have any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer, and no such Person is obligated to monitor or supervise the performance of the Master Servicer or the Special Servicer under this Agreement or otherwise. Neither the Master Servicer nor the Special Servicer shall have any responsibility or liability for any action or failure to act by the Depositor, the Trustee or the Certificate Administrator and neither such Person is obligated to monitor or supervise the performance of the Depositor, the Trustee or the Certificate Administrator under this Agreement or otherwise. Each of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such reports, certifications and information as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or the Special Servicer, as applicable, in order to enable such requesting party to perform its duties hereunder, provided that for the avoidance of doubt, this shall not require any Person to prepare any reports, Certificates and information not required to be prepared hereunder. Neither the Master Servicer nor the Special Servicer shall be under any obligation to disclose confidential or proprietary information pursuant to this Section.
ADMINISTRATION AND SERVICING OF RECEIVABLES AND TRUST PROPERTY SECTION 3.1 Duties of Servicer.
Servicer The Servicer is authorized to prepare, or cause to be prepared, execute and deliver on behalf of the Trust all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust or Owner Trustee to prepare, file or deliver pursuant to the Basic Documents. Upon written request, the Owner Trustee shall execute and deliver to the Servicer a limited power of attorney appointing the Servicer the Trust's agent and attorney-in-fact to prepare, or cause to be prepared, execute and deliver all such documents, reports, filings, instruments, certificates and opinions.