Acceptance of Appointment and Other Matters Relating to the Master Servicer Sample Clauses

Acceptance of Appointment and Other Matters Relating to the Master Servicer. (a) In connection with and in consideration for the conveyance of the Receivables to the Trust by the Sellers, and the issuance of the Seller Certificate to the Sellers, Discover Bank on behalf of the Holder of the Seller Certificate and the Trustee agree to cause Discover Bank to act as Master Servicer under this Agreement and Discover Bank agrees to act as Master Servicer under this Agreement. (b) Subject to Section 10.01, the Master Servicer is hereby authorized and empowered (i) unless such power and authority is revoked by the Trustee, to instruct the Trustee to make withdrawals and payments from the Investor Accounts in accordance with the instructions set forth in this Agreement and in the Series Supplements, (ii) to make drawings on any Credit Enhancement as set forth in the Series Supplements, (iii) to make any filings or registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any securities authority of any jurisdiction on behalf of the Trust as may be necessary or advisable to comply with the securities or reporting requirements laws of the United States or any state or other jurisdiction and (iv) to take any other action and exercise any other power permitted to be taken or exercised by the Master Servicer pursuant to the terms of this Agreement or any Series Supplement. The Trustee agrees that it shall promptly follow the written instructions of the Master Servicer to withdraw funds from the Investor Accounts and make drawings under any Credit Enhancement as required by this Agreement or any applicable Series Supplement. The Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate under the laws of any jurisdiction with authority over the Receivables to enable the Master Servicer to carry out its servicing and administrative duties hereunder. (c) In the event that any Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of the application of the provisions of Section 9.01 or any governmental agency having regulatory authority over any Seller or any court of competent jurisdiction ordering that any Seller not convey any additional Principal Receivables to the Trust) then, in any such event, the Master Servicer agrees to allocate, after the date of such inability, all Collections with respect to Principal Receivables, and all am...
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Acceptance of Appointment and Other Matters Relating to the Master Servicer. (a) 21st Services hereby agrees to act as the Master Servicer of the Insurance Settlements. (b) 21st Services shall perform all the duties and obligations of Master Servicer under the Pooling and Servicing Agreement. (c) 21st Services shall continue to act as Master Servicer until such time as it shall succeed to the appointment to serve as Successor Servicer under the terms of this Agreement and the Pooling and Servicing Agreement. (d) 21st Services shall not resign as Master Servicer during the term of the Pooling and Servicing Agreement, provided that if the Master Servicer fails to receive its fees and expenses for a period of at least 90 days after they become due or if it shall become illegal for 21st Services to continue to act as Master Servicer, it shall be entitled to resign by giving written notice to United and the Trustee. (e) 21st Services shall be entitled to a fee for its services and reimbursement for its expenses as provided in the Pooling and Servicing Agreement. In addition, Capital shall grant to 21st Services a right entitling 21st Services to receive 5% of the Trust's assets remaining in Tranche I and Tranche II of the Trust, respectively, after all interest and principal payments have been made to certificateholders. Such right shall vest at the rate of 12.5% and 10% per year for Tranche I and Tranche II, respectively. If either Tranche is redeemed prior to maturity, such rights shall vest automatically. (f) United will pay 21st Services a fee of .30% of the face amount of each policy purchased by United. (g) The Subservicer shall provide 21st Services the Closing Date Reports, the Subservicer's Semi-Annual Certificate, and the Subservicer's Annual Certificate as provided in Sections 3.4(a), 3.4(c), and 3.5 of the Pooling and Servicing Agreement. Such reports shall accurately reflect the transactions involving the Insurance Settlements, and 21st Services shall maintain such reports such that at any time 21st Services can properly perform the duties of the Subservicer in the event it is appointed as a Successor Servicer. (h) The Subservicer shall provide 21st Services a copy of the computer software used by the Subservicer in servicing the Insurance Settlements, and 21st Services shall maintain such software. (i) The Subservicer shall provide the Trustee on each Closing Date all data relating to the Insurance Settlements transferred from Capital to the Trust, and 21st Services shall maintain such data, such that the records of 21st S...
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Acceptance of Appointment and Other Matters Relating to the Master Servicer. (a) In connection with and in consideration for the conveyance of the Receivables to the Trust by the Sellers, and the issuance of the Seller Certificate to the Sellers, Discover Bank on behalf of the Holder of the Seller Certificate and the Trustee agree to cause Discover Bank to act as Master Servicer under this Agreement and Discover Bank agrees to act as Master Servicer under this Agreement.
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Acceptance of Appointment and Other Matters Relating to the Master Servicer. 42 SECTION 3.02. Servicing Compensation . . . . . . . . . . . . . . . . . . 44 SECTION 3.03. Representations, Warranties and Covenants of the Master Servicer . . . . . . . . . . . . . . . . . . 45 SECTION 3.04. Reports and Records for the Trustee . . . . . . . . . . . 48 SECTION 3.05. Annual Master Servicer's Certificate . . . . . . . . . . . 48 SECTION 3.06. Annual Independent Public Accountants' Servicing Report . . . . . . . . . . . . . . . . . . . . . 49 SECTION 3.07. Tax Treatment . . . . . . . . . . . . . . . . . . . . . . 49 SECTION 3.08. Notices to Ford Credit . . . . . . . . . . . . . . . . . . 50 SECTION 3.09. Adjustments . . . . . . . . . . . . . . . . . . . . . . . 50
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Acceptance of Appointment and Other Matters Relating to the Master Servicer. 31 Section 3.02. Servicing Compensation............................................................................32 Section 3.03. Representations and Warranties of the Master Servicer.............................................33 Section 3.04. Reports and Records for the Trustee...............................................................34 Section 3.05. Annual Master Servicer's Certificate..............................................................35 Section 3.06. Annual Independent Accountants'Servicing Report...................................................35 Section 3.07. Tax Treatment.....................................................................................36 Section 3.08. Notices to the Transferor.........................................................................36 Section 3.09. Sub-Servicing.....................................................................................36
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Acceptance of Appointment and Other Matters Relating to the Master Servicer. (a) The Seller agrees to act as the Master Servicer under this Agreement and the Pooling and Servicing Agreement, and the Buyer consents to the Seller acting as the Master Servicer. The Seller will have ultimate responsibility for servicing, managing and making collections on the Receivables and will have the authority to make any management decisions relating to such Receivables, to the extent such authority is granted to the Master Servicer under this Agreement and the Pooling and Servicing Agreement. (b) The Master Servicer shall service and administer the Receivables in accordance with the provisions of the Pooling and Servicing Agreement.
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Acceptance of Appointment and Other Matters Relating to the Master Servicer 
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Related to Acceptance of Appointment and Other Matters Relating to the Master Servicer

  • Acceptance of Appointment and Other Matters Relating to the Servicer (a) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments from the Collection Account and any Series Account as set forth in this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (b) In the event that the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.

  • Other Matters Relating to the Servicer Section 8.01. Liability of the Servicer.................................................................62 Section 8.02. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer..........................................................................62 Section 8.03. Limitation on Liability of the Servicer and Others........................................62 Section 8.04. Servicer Indemnification of the Trust and the Trustee.....................................63 Section 8.05. The Servicer Not To Resign................................................................63 Section 8.06. Access to Certain Documentation and Information Regarding the Receivables...........................................................................64 TABLE OF CONTENTS (CONTINUED) PAGE

  • GOVERNING LAW AND OTHER REPRESENTATIONS: DIR Customer [ ] Unit of Texas Local Government hereby certifying that is has statutory authority to perform its duties hereunder pursuant to Chapter Code. [X] Non-Texas State agency or unit of local government of another state hereby certifying that it has statutory authority to enter in to this Interlocal Agreement and perform its duties hereunder pursuant to Indiana Code Title 5. State and Local Administration IN CODE 5-22-2-24 to 5-22-2- 26.

  • Appointment of Sub-processors Client acknowledges and agrees that (a) Data Processor’s Affiliates may be used as Sub-processors; and (b) Data Processor and/or Data Processor’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services.

  • Appointment of Asset Manager; Acceptance of Appointment The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series #TICKER Asset. The Asset Manager hereby accepts such appointment.