Responsibilities of Servicer. (a) The Issuer hereby appoints the Servicer, for the benefit of the Issuer, the Note Insurer and the Noteholders, to act as Servicer of the Contract Assets and, as such, the Servicer shall be responsible for, and shall, in accordance with its customary servicing procedures and Section 3.02 hereof, manage, service, administer, enforce and make collections on the Contracts, the Equipment, the Receivables and any Insurance Policies, defend the Indenture Trustee's security interest in the Contracts, Receivables and Equipment and other Collateral Granted pursuant to the Indenture against adverse claims, and sell or re-lease the Equipment upon the expiration or other termination of the related Contract (or repossession thereof without termination), each in accordance with the standards and procedures set forth in this Agreement and any related provisions of the Indenture and Contract Acquisition Agreement. The Servicer's responsibilities shall include monitoring and posting of all payments, responding to inquiries of Customers, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Back-up Servicer, the Indenture Trustee, the Note Insurer, the Rating Agencies and the Noteholders with respect to the Receivables, making Servicer Advances, providing appropriate federal income tax information to the Indenture Trustee for use in providing information to the Noteholders or the Note Insurer, collecting and remitting sales and property taxes to taxing authorities, and maintaining the perfected security interest of the Indenture Trustee in the Trust Estate. The Servicer (at its expense) shall have full power and authority, acting at its sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement and collection and such sale of the Equipment that it may deem necessary or desirable, including the prudent delegation of such responsibilities. Without limiting the generality of the foregoing, the Servicer shall, and is hereby authorized and empowered by the Indenture Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the Noteholders, the Indenture Trustee or any of them) 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 Contracts and any files or documentation pertaining to the Contract Assets. The Servicer also may, in its sole discretion, waive any late payment charge or penalty, or any other fees that may be collected in the ordinary course of servicing any Contract. Notwithstanding the foregoing, the Servicer shall not, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Agreement, release or waive the right to collect the Scheduled Payments (including periodic payments accrued under the terms of any Contract during the first 12 months following the Final Due Date of such Contract) or any unpaid balance on any Contract. The Issuer and the Indenture Trustee shall, at the expense of the Servicer, 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, and the Issuer and the Indenture Trustee shall not be responsible for the Servicer's application thereof. (b) The Servicer shall conduct any Contract management, servicing, administration, collection or enforcement actions in the following manner: (i) With respect to any Defaulted Contract, the Servicer, as agent for and on behalf of the Issuer, the Indenture Trustee, the Note Insurer and the Noteholders, shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own contracts, receivables and equipment that are similar to the Contracts, Receivables and the Equipment, and, in any event, consistent with the standard of care described in Section 3.02 hereof to maximize recoveries thereon, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Contract, together with the related Equipment, to collect any Guaranty Amounts, and to enforce the Issuer's rights under the Contract Acquisition Agreement. All Recoveries, Insurance Proceeds, Servicing Charges and other amounts, etc. in respect of any such
Appears in 1 contract
Responsibilities of Servicer. (a) The Issuer hereby appoints the Servicer, for the benefit of the Issuer, the Note Insurer MBIA and the Noteholders, to act as Servicer of the Contract Assets and, as such, the Servicer shall be responsible for, and shall, in accordance with its customary servicing procedures procedures, pursue the managing, servicing, administering, enforcing and Section 3.02 hereof, manage, service, administer, enforce and make making of collections on the Loan Contracts, the Equipment, the Receivables Vehicles and any Insurance Policies, defend the enforcement of the Indenture Trustee's security interest in the Contracts, Receivables Loan Contracts and Equipment the Vehicles Granted and other Collateral Granted assigned pursuant to the Indenture against adverse claimsIndenture, the sale and sell or re-lease the Equipment repossession of a Vehicle upon the expiration or other termination default of the related Loan Contract (or repossession thereof without termination)and the enforcement of all other remedies under the Loan Contracts, each in accordance with the standards and procedures set forth in this Servicing Agreement and any related provisions of the Indenture and Contract Acquisition the Loan Sale Agreement. The Servicer's responsibilities shall include monitoring collecting and posting of all payments, responding to inquiries of CustomersObligors, investigating delinquencies, sending payment statements to Obligors, complying with the terms of the Lockbox Agreement, accounting for collections and furnishing monthly and annual statements to the Back-up Servicer, the Indenture Trustee, the Note InsurerMBIA, the Rating Agencies and the Noteholders with respect to the Receivables, making Servicer Advancespayments, providing appropriate federal income tax information to the Indenture Trustee for use in providing information to the Noteholders or the Note InsurerMBIA, collecting and remitting sales and property taxes to taxing authoritiesmaintaining Insurance Policies, and maintaining the perfected security interest of the Indenture Trustee in the Trust Estate. The Servicer (at its expense) ), acting alone or through a Sub-Servicer, shall have full power and authority, acting at its sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement and enforcement, collection and such sale of the Equipment Vehicles that it may deem necessary or desirable, including the prudent delegation of such responsibilities. Without limiting the generality of the foregoing, the Servicer Servicer, in its own name or in the name of a Sub-Servicer, shall, and is hereby authorized and empowered by the Indenture Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the Noteholders, the Indenture Trustee or any of them) 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 Loan Contracts and any files or documentation pertaining to the Contract Loan Assets. The Servicer Servicer, acting alone or through a Sub-Servicer, also may, in its sole discretion, waive any late payment charge or penalty, or any other collection fees that may be collected payable in the ordinary course of servicing any Loan Contract. Notwithstanding the foregoing, neither the Servicer shall notServicer, nor any Sub-Servicer, shall, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Servicing Agreement, release or waive the right to collect the Scheduled Payments (including periodic payments accrued under the terms of any Contract during the first 12 months following the Final Due Date of such Contract) or any unpaid balance on any Loan Contract. The Issuer and the Indenture Trustee shall, at the expense of the Servicer, furnish the Servicer Servicer, or at the request of the Servicer, any Sub-Servicer, with any powers of attorney and other documents necessary or appropriate to enable the Servicer or Sub-Servicer to carry out its servicing and administrative duties hereunder, and the Issuer and the Indenture Trustee shall not be responsible for the Servicer's or Sub-Servicer's application thereof. Notwithstanding the appointment by the Servicer of a Sub-Servicer hereunder, the Servicer shall remain primarily liable for the full performance of its obligations hereunder.
(b) The Servicer (or a Sub-Servicer) shall conduct any Loan Contract management, servicing, administration, collection or enforcement actions in the following manner:
(i) With respect to any Defaulted Contract, the The Servicer, as agent for and on behalf of the Issuer, the Indenture Trustee, the Note Insurer and the Noteholders, with respect to any Defaulted Loan Contract shall follow the Credit and Collection Policy and such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own motor vehicle loan contracts, receivables and equipment interests in motor vehicles that are similar to the Contracts, Receivables Loan Contracts and the EquipmentVehicles, and, and in any event, consistent with the standard of care described in Section 3.02 hereof to maximize recoveries thereonhereof, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Loan Contract, together with the related EquipmentVehicle, to collect any Guaranty Amounts, and to enforce the Issuer's rights under the Contract Acquisition Loan Sale Agreement. All Recoveries, Insurance Proceeds, Servicing Charges and other amounts, etc. gross Recoveries in respect of any suchsuch Loan Contract and the related Vehicle received by the Servicer shall be remitted to the Indenture Trustee for deposit in the Collection Account pursuant to Section 3.03 hereof.
(ii) The Servicer may ▇▇▇ to enforce or collect upon Loan Contracts as agent for the Noteholders and the Trust Estate and for the benefit of MBIA. If the Servicer elects to commence a legal proceeding to enforce a Loan Contract, the act of commencement shall be deemed to be an automatic assignment of the Loan Contract to the Servicer for purposes of collection only, and a Servicing Officer shall deliver by facsimile a Request for Release of Documents, substantially in the form of Exhibit B hereto, to the Custodian requesting delivery to the Servicer of the Loan Contract File and/or the related Certificate of Title or Application for Certificate of Title, as applicable. Upon receipt of such delivery request, the Custodian shall release such Loan Contract File, the related Certificate of Title, and/or the Application for Certificate of Title, as applicable, to the Servicer within 48 hours of receipt of such request (receipt being deemed to have occurred upon confirmation of facsimile transmission). All documents contained in the Loan Contract File shall be conspicuously stamped prior to release to the Servicer to show the sale of the Loan Contracts to the Issuer and the security interest of the Indenture Trustee therein. Upon release of such items, the Servicer is authorized to execute an instrument in satisfaction of such Loan Contract and to do such other acts and execute such other documents it deems necessary to discharge the Obligor thereunder and release any security interest in the Vehicle related thereto. The Servicer shall determine in accordance with the standard of care described in Section 3.02 hereof, when a Loan Contract has been paid in full. If in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Loan Contract on the ground that it is not a real party in interest or a holder entitled to enforce the Loan Contract, then the Indenture Trustee on behalf of the Noteholders and MBIA shall, at the Servicer's request and expense, take such steps as the Servicer or the Issuer deems necessary, and the Servicer shall instruct the Indenture Trustee in writing to enforce the Loan Contract, including bringing suit in its name or the name of the Issuer, as beneficial owner of the Loan Contract, or in the names of the Noteholders or MBIA, as third party beneficiaries thereunder, and the Indenture Trustee shall be indemnified by the Servicer for any such action taken; provided, however, that if a Servicer Event of Default shall have occurred and is continuing, MBIA, so long as an MBIA Default has not occurred and is continuing, shall direct the Indenture Trustee with respect to the enforcement of the Loan Contract; provided further that neither the Indenture Trustee nor the Servicer shall bring suit naming the Noteholders or MBIA without the prior written consent of MBIA so long as no MBIA Default shall have occurred and be continuing.
(iii) The Servicer shall exercise any rights of recourse against third parties that exist with respect to any Loan Contract in accordance with the Servicer's usual practice and in any event, consistent with the standard of care described in Section 3.02 hereof. In exercising recourse rights, the Servicer is authorized on the Indenture Trustee's behalf to reassign the Loan Contract to the person against whom recourse exists to the extent necessary, and at the price set forth in the document creating the recourse. The Servicer will not reduce or diminish such recourse rights, except to the extent that it exercises such right;
(iv) [Reserved]
(v) The Servicer may waive, modify or vary any terms of any Loan Contract or consent to the postponement of strict compliance with any such term if in the Servicer's reasonable and prudent determination such waiver, modification or postponement is necessary to avoid a default on such Loan Contract or will maximize the amount to be received with respect to such Loan Contract, or is otherwise not materially adverse to the Noteholders or MBIA; provided, however, that (A) the Servicer shall not forgive any Scheduled Payment and (B) the Servicer shall not (1) permit any modification with respect to any Loan Contract that would decrease the Scheduled Payment or the annual percentage rate, (2) defer a total of more than two Scheduled Payments for any Loan Contract and provided, further, that any such extension does not extend the final Scheduled Payment on such Loan Contract beyond six months immediately preceding the Stated Maturity of the Class A Notes, (3) reduce the Loan Balance (except in connection with actual payments attributable to such Loan Balance), or (4) prevent the complete amortization of the Loan Balance from occurring by six months preceding the Stated Maturity Date of the Class A Notes. The Servicer shall provide the Back-Up Servicer, MBIA and the Indenture Trustee with an amendment to the Loan Schedule reflecting any modification of any Scheduled Payment;
(vi) The Servicer shall not consent to the termination of any Loan Contract in connection with loss of or damage to the related Vehicle unless the Obligor has paid an amount not less than an amount equal to the Loan Balance of such Loan Contract plus any accrued interest thereon, or if less, the maximum amount legally collectible under the related Loan Contract.
(vii) In the event that the Servicer or any Sub-Servicer in the enforcement of any Loan Contract takes possession of a Vehicle from an Obligor, the Servicer shall use its best efforts to sell such Vehicle promptly and consistent with the standard of care set forth in Section 3.02 hereof. Any Recoveries related thereto shall be deposited in accordance with Section 3.03 hereof;
(viii) Notwithstanding any provision to the contrary contained in this Servicing Agreement, the Servicer or any Sub-Servicer shall use its best efforts to exercise any right under a Loan Contract to accelerate the unpaid Scheduled Payments due, or to become due, thereunder in such a manner as to maximize the net proceeds available to the Trust Estate; provided, however, that the Servicer will not accelerate any Scheduled Payment unless permitted to do so by the terms of the Loan Contract or under applicable law; and
(ix) If an Obligor makes a partial prepayment, such prepayment shall be applied to reduce the Loan Balance of the related Loan Contract when received and such Obligor may defer payment of as many as the two next succeeding Scheduled Payments, provided that the partial prepayment was in an amount at least equal to the Scheduled Payments deferred.
(c) The Servicer shall not make any material change to its Credit and Collection Policy without the prior written consent of MBIA.
(d) With respect to any part of the Loan Contract Files in possession of the Servicer, the Servicer shall hold such items together with any and all other documents that the Servicer would keep on file with respect to a loan contract held for its own account in its capacity as Servicer for the benefit of the Issuer, the Indenture Trustee, MBIA and the Noteholders. Such possession by the Servicer is for the sole purpose of servicing the related Loan Contract. Such items together with any and all other documents that the Servicer would keep on file with respect to a loan contract held for its own account shall be held and maintained by the Servicer at the offices of the Servicer located at the address of the Servicer set forth in Section 8.04 hereof and in accordance with the standard of care set forth in Section 3.02 hereof. In addition, such items shall be segregated from other loan contracts and related documents in the Servicer's possession that are not part of the Trust Estate. Any document in the Loan Contract File held by the Servicer shall be conspicuously stamped with a legend stating "Assigned to and the Property of AutoInfo Receivables Company and pledged to Bankers Trust Company as Indenture Trustee on behalf of the Noteholders and MBIA".
Appears in 1 contract
Sources: Servicing Agreement (Autoinfo Inc)
Responsibilities of Servicer. (a) The Issuer hereby appoints the Servicer, for the benefit of the IssuerCertificateholders, the Note Bond Insurer and the NoteholdersTrustee, to act as Servicer of the Contract Assets and, as such, the Servicer shall be responsible for, and shall, in accordance with its customary servicing procedures procedure, pursue the managing, servicing, administering, enforcing and Section 3.02 hereof, manage, service, administer, enforce and make making of collections on the Lease Contracts, the Equipment, the Receivables Leased Vehicles and any Insurance Policies, defend the Indenture enforcement of the Trustee's security interest in the Lease Contracts, Receivables and Lease Receivables, Equipment and other Collateral Granted Leased Vehicles granted pursuant to the Indenture against adverse claimsTrust and Security Agreement, and sell the sale or re-lease the releasing of the Equipment and Leased Vehicles upon the expiration or other termination of the related Lease Contract (or repossession thereof without termination), each in accordance with the standards and procedures set forth in this Agreement and any related provisions of the Indenture Trust and Contract Acquisition Security Agreement and Contribution Agreement. The Servicer's responsibilities shall include monitoring collecting and posting of all payments, responding to inquiries of Customers, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Back-up Servicer, the Indenture Trustee, the Note Bond Insurer, the Rating Agencies and the Noteholders Certificateholders with respect to the Receivablespayments, making Servicer Advances, providing appropriate federal income tax information to the Indenture Trustee for use in providing information to the Noteholders Certificateholders or the Note Bond Insurer, collecting and remitting sales and property taxes to taxing authorities, and maintaining using its best efforts to maintain the perfected security interest of the Indenture Trustee in the Trust EstateProperty. The Servicer (at its expense) ), acting alone or through a subservicer, shall have full power and authority, acting at its sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement and enforcement, collection and such sale of the Equipment and Leased Vehicles that it may deem necessary or desirable, including the prudent delegation of such responsibilities. Without limiting the generality of the foregoing, the Servicer Servicer, in its own name or in the name of a subservicer, shall, and is hereby authorized and empowered by the Indenture Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the NoteholdersCertificateholders, the Indenture Trustee or any of them) 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 Lease Contracts and any files or documentation pertaining to the Lease Contract AssetsFiles. The Servicer Servicer, acting alone or through a subservicer, also may, in its sole discretion, waive any late payment charge or penalty, or any other fees that may be collected in the ordinary course of servicing any Lease Contract. Notwithstanding the foregoing, the Servicer shall not, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Agreement, release or waive the right to collect the Scheduled Payments (including periodic payments accrued under the terms of any Contract during the first 12 months following the Final Due Date of such Contract) or any unpaid balance on any Contract. The Issuer and the Indenture Trustee shall, at the expense of neither the Servicer, 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, and the Issuer and the Indenture Trustee shall not be responsible for the Servicer's application thereof.nor any
(b) The Servicer (or a subservicer) shall conduct any Lease Contract management, servicing, administration, collection or enforcement actions in the following manner:
(i) With respect to any Defaulted Contract, the The Servicer, as agent for and on behalf of the IssuerTransferor, the Indenture Trustee, the Note Insurer and the Noteholders, with respect to any Defaulted Lease Contract shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own lease contracts, receivables lease receivables, equipment and equipment vehicles that are similar to the Lease Contracts, Receivables Lease Receivables, the Equipment and the EquipmentLeased Vehicles, andincluding, in any event, consistent with the standard of care described in Section 3.02 hereof to maximize recoveries thereon, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Lease Contract, together with the related EquipmentEquipment or Leased Vehicles, to collect any Guaranty Amounts, Insurance Proceeds and Recoveries, and to enforce the IssuerTransferor's rights under the Contract Acquisition Contribution Agreement. All Recoveries, Insurance Proceeds, Servicing Charges and other amounts, etc. Recoveries or Residual Proceeds in respect of any suchsuch Lease Receivable and the related Equipment or Leased Vehicles received by the Servicer shall be remitted to the Trustee for deposit in the Collection Account pursuant to Section 3.03(a) hereof;
(ii) The Servicer may sue ▇▇ enforce or collect upon Lease Contracts as agent for the Transferor. If the Servicer elects to commence a legal proceeding to enforce a Lease Contract, the act of commencement shall be deemed to be an automatic assignment of the Lease Contract to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Lease Contract on the ground that it is not a real party in interest or a holder entitled to enforce the Lease Contract, then the Trustee on behalf of the Transferor shall, at the Servicer's request and expense, take such steps as the Servicer deems necessary and instructs the Trustee in writing to take to enforce the Lease Contract, including bringing suit in its name or the name of the Transferor, as beneficial owner of the Lease Contract, or the names of the Certificateholders or the Bond Insurer, as third party beneficiaries thereunder, and the Trustee shall be indemnified by the Servicer for any such action taken;
(iii) The Servicer shall exercise any rights of recourse against third parties that exist with respect to any Lease Contract in accordance with the Servicer's usual practice. In exercising recourse rights, the Servicer is authorized on the Trustee's behalf to reassign the Lease Contract to the person against whom recourse exists to the extent necessary, and at the price set forth in the document creating the recourse. The Servicer will not reduce or diminish such recourse rights, except to the extent that it exercises such right;
(iv) The Servicer may not accept Substitute Lease Contracts that do not comply with Section 3.10 hereof, Sections 3.03 and 3.04 of the Contribution Agreement and Section 4.04 of the Trust and Security Agreement;
(v) The Servicer may waive, modify or vary any terms of any Lease Contract or consent to the postponement of strict compliance with any such term if in the Servicer's reasonable and prudent determination such waiver, modification or postponement is not materially adverse to the Certificateholders or the Bond Insurer; provided, however, that (A) the Servicer shall not forgive any payment of rent, and (B) the Servicer shall not permit any modification with respect to any Lease Contract that would decrease the Scheduled Payment, defer the payment of any principal or interest or any Scheduled Payment, reduce the Implicit Principal Balance (except in connection with actual payments attributable to such Implicit Principal Balance), or prevent the complete amortization of the Implicit Principal Balance from occurring by the Calculation Date in the sixth month preceding the Stated Maturity. The Servicer shall provide the Back-up Servicer, the Bond Insurer and the Trustee with an amendment to the Lease Schedule reflecting any modification of any Scheduled Payment;
(vi) The Servicer shall not consent to the termination of any Lease Contract in connection with loss of or damage to the related Equipment or Leased Vehicles unless the Customer has paid an amount not less than the Purchase Price for such Lease Contract, or if less, the maximum amount legally collectible under the related Lease Contract;
Appears in 1 contract
Responsibilities of Servicer. (a) The Issuer hereby appoints the Servicer, for the benefit of the Issuer, the Note Insurer Noteholders and the NoteholdersIndenture Trustee, to act as Servicer of the Contract Assets and, as such, the Servicer shall be responsible for, and shall, in accordance with its customary servicing procedures procedure, pursue the managing, servicing, administering, enforcing and Section 3.02 hereof, manage, service, administer, enforce and make making of collections on the Lease Contracts, the Equipment, the Receivables Equipment and any Insurance Policies, defend the Indenture Trusteeenforcement of the Trust's security interest in the ContractsLease contracts, Lease Receivables and Equipment and other Collateral Granted granted pursuant to the Indenture against adverse claimsIndenture, and sell the sale or re-lease the releasing of the Equipment upon the expiration or other termination of the related Lease Contract (or repossession thereof without termination), each in accordance with the standards and procedures set forth in this Agreement and any related provisions of the Indenture and Contract Acquisition Contribution Agreement. The Servicer's responsibilities shall include monitoring collecting and posting of all payments, responding to inquiries of Customers, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Back-up Servicer, the Indenture Trustee, the Note Bond Insurer, the Rating Agencies and the Noteholders with respect to the Receivablespayments, making Servicer Advances, providing appropriate federal income tax information to the Indenture Trustee for use in providing information to the Noteholders or the Note Bond Insurer, collecting and remitting sales and property taxes to taxing authorities, and maintaining using its best efforts to maintain the perfected security interest of the Indenture Trustee in the Trust Estate. The Servicer (at its expense) ), acting alone or through a subservicer, shall have full power and authority, acting at its sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement and enforcement, collection and such sale of the Equipment that it may deem necessary or desirable, including the prudent delegation of such responsibilities. Without limiting the generality of the foregoing, the Servicer Servicer, in its own name or in the name of a subservicer, shall, and is hereby authorized and empowered by the Indenture Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the Noteholders, the Indenture Trustee or any of them) 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 Lease Contracts and any files or documentation pertaining to the Contract AssetsLease Files. The Servicer Servicer, acting alone or through a subservicer, also may, in its sole discretion, waive any late payment charge or penalty, or any other fees that may be collected in the ordinary course of servicing any Lease Contract. Notwithstanding the foregoing, neither the Servicer shall notServicer, nor any subservicer, shall, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Agreement, release or waive the right to collect the Scheduled Payments (including periodic payments accrued under the terms of any Contract during the first 12 months following the Final Due Date of such Contract) or any unpaid balance on any Lease Contract. The Issuer and the Indenture Trustee shall, at the expense of the Servicer, furnish the Servicer Servicer, or at the request of the Servicer, any subservicer, with any powers of attorney and other documents necessary or appropriate to enable the Servicer or subservicer to carry out its servicing and administrative duties hereunder, and the Issuer and the Indenture Trustee shall not be responsible for the Servicer's or subservicer's application thereof.
(b) The Servicer shall conduct any Contract management, servicing, administration, collection or enforcement actions in the following manner:
(i) With respect to any Defaulted Contract, the Servicer, as agent for and on behalf of the Issuer, the Indenture Trustee, the Note Insurer and the Noteholders, shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own contracts, receivables and equipment that are similar to the Contracts, Receivables and the Equipment, and, in any event, consistent with the standard of care described in Section 3.02 hereof to maximize recoveries thereon, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Contract, together with the related Equipment, to collect any Guaranty Amounts, and to enforce the Issuer's rights under the Contract Acquisition Agreement. All Recoveries, Insurance Proceeds, Servicing Charges and other amounts, etc. in respect of any suchNotwithstanding the
Appears in 1 contract
Responsibilities of Servicer. (a) The Issuer Transferor hereby appoints the Servicer, for the benefit of the Issuer, the Note Insurer MBIA and the NoteholdersCertificateholders, to act as Servicer of the Contract Lease Assets and, and as such, the Servicer shall be responsible for, and shall, in accordance with its customary servicing procedures procedures, pursue the managing, servicing, administering, enforcing and Section 3.02 hereof, manage, service, administer, enforce and make making of collections on the Lease Contracts, the Equipment, the Lease Receivables and any Insurance Policies, defend the Indenture enforcement of the Trustee's security interest in the Lease Contracts, Lease Receivables and Equipment and other Collateral Granted conveyed pursuant to the Indenture against adverse claimsTrust and Security Agreement, and sell the sale or re-lease the releasing of the Equipment upon the expiration or other termination of the related Lease Contract (or repossession thereof without termination), each in accordance with the standards and procedures set forth in this Agreement and any related provisions of the Indenture Trust and Contract Security Agreement and Lease Acquisition Agreement. The Servicer's responsibilities shall include monitoring and posting of all payments, responding to inquiries of Customers, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Back-up Servicer, the Indenture Trustee, the Note InsurerMBIA, the Rating Agencies and the Noteholders Certificateholders with respect to payments under the ReceivablesLease Contracts, making Servicer Advances, providing appropriate federal income tax information to the Indenture Trustee for use in providing information to the Noteholders Certificateholders or the Note InsurerMBIA, collecting and remitting sales and property taxes to taxing authorities, and maintaining the perfected security interest of the Indenture Trustee in the Trust Estate. The Servicer (at its expense) shall have full power and authority, acting at its sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement and enforcement, collection and such sale of the Equipment that it may deem necessary or desirable, including the prudent delegation of such responsibilities; provided that only with the prior written consent of MBIA shall the Servicer subcontract with another firm to act as subservicer with respect to the Servicer's obligations hereunder and then only so long as the Servicer remains fully responsible and accountable for performance of all obligations of the Servicer hereunder; provided further that the Servicer may subcontract out its remarketing obligations with respect to the Equipment without the consent of MBIA so long as the Servicer remains fully responsible and accountable for the performance of such obligations. Without limiting the generality of the foregoing, the Servicer shall, and is hereby authorized and empowered by the Indenture Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the NoteholdersCertificateholders, the Indenture Trustee or any of them) 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 Lease Contracts and any files or documentation pertaining to the Contract Lease Assets. The Servicer also may, in its sole discretion, waive any late payment charge or penalty, or any other fees that may be collected in the ordinary course of servicing any Lease Contract. Notwithstanding the foregoing, the Servicer shall not, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Agreement, release or waive the right to collect the Scheduled Payments (including periodic payments accrued under the terms of any Contract during the first 12 months following the Final Due Date of such Contract) or any unpaid balance on any Lease Contract. The Issuer and the Indenture Trustee shall, at the expense of the Servicer, 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, and the Issuer and the Indenture Trustee shall not be responsible for the Servicer's application thereof.
(b) The Servicer shall conduct any Lease Contract management, servicing, administration, collection or enforcement actions in the following manner:
: (i) With respect to any Defaulted Contract, the The Servicer, as agent for and on behalf of the Issuer, the Indenture Trustee, the Note Insurer MBIA and the NoteholdersCertificateholders, with respect to any Defaulted Lease Contract shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own lease contracts, lease receivables and equipment that are similar to the Lease Contracts, Lease Receivables and the Equipment, and, in any event, consistent with the standard of care described in Section 3.02 hereof to maximize recoveries thereonhereof, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Lease Contract, together with the related Equipment, to collect any Guaranty Amounts, and to enforce the IssuerTransferor's rights under the Contract Lease Acquisition Agreement. All Recoveries, Insurance Proceeds, Servicing Charges and other amounts, etc. Proceeds or Residual Proceeds in respect of any suchsuch Lease Receivable and the related Equipment received by the Servicer shall be remitted to the Trustee for deposit in the Collection Account pursuant to Section 3.03 hereof; (ii) The Servicer may ▇▇▇ to enforce or collect upon Lease Contracts as agent for the Trustee on behalf of the Certificateholders and MBIA. If the Servicer elects to commence a legal proceeding to enforce a Lease Contract, the act of commencement shall be deemed to be an automatic conveyance of the Lease Contract to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Lease Contract on the ground that it is not a real party in interest or a holder entitled to enforce the Lease Contract, then the Trustee on behalf of the Certificateholders and MBIA shall, at the Servicer's request and expense, take such steps as the Servicer deems necessary and instructs the Trustee in writing to take to enforce the Lease Contract, including bringing suit in its name or the names of the Certificateholders or MBIA, and the Trustee shall be indemnified by the Servicer for any such action taken. Any Lease Contract temporarily released from the custody of the Trustee to the Servicer or its agents shall have stamped on it prior to its delivery a legend to the effect that the Lease Contract is the property of Norwest Bank Minnesota, National Association as Trustee, and the Servicer shall promptly return all Lease Contracts when the need therefore no longer exists, provided that no more than 25 Lease Contracts shall be released to the Servicer at any one time; (iii) The Servicer shall exercise any rights of recourse against third parties that exist with respect to any Lease Contract in accordance with the Servicer's usual practice and, in any event, consistent with the standard of care described in Section 3.02
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Responsibilities of Servicer. (a) The Issuer Transferor hereby appoints the Servicer, for the benefit of the Issuer, the Note Insurer MBIA and the NoteholdersCertificateholders, to act as Servicer of the Contract Lease Assets and, and as such, the Servicer shall be responsible for, and shall, in accordance with its customary servicing procedures procedures, pursue the managing, servicing, administering, enforcing and Section 3.02 hereof, manage, service, administer, enforce and make making of collections on the Lease Contracts, the Equipment, the Lease Receivables and any Insurance Policies, defend the Indenture enforcement of the Trustee's security interest in the Lease Contracts, Lease Receivables and Equipment and other Collateral Granted conveyed pursuant to the Indenture against adverse claimsTrust and Security Agreement, and sell the sale or re-lease the releasing of the Equipment upon the expiration or other termination of the related Lease Contract (or repossession thereof without termination), each in accordance with the standards and procedures set forth in this Agreement and any related provisions of the Indenture Trust and Contract Security Agreement and Lease Acquisition Agreement. The Servicer's responsibilities shall include monitoring and posting of all payments, responding to inquiries of Customers, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Back-up Servicer, the Indenture Trustee, the Note InsurerMBIA, the Rating Agencies and the Noteholders Certificateholders with respect to payments under the ReceivablesLease Contracts, making Servicer Advances, providing appropriate federal income tax information to the Indenture Trustee for use in providing information to the Noteholders Certificateholders or the Note InsurerMBIA, collecting and remitting sales and property taxes to taxing authorities, and maintaining the perfected security interest of the Indenture Trustee in the Trust Estate. The Servicer (at its expense) shall have full power and authority, acting at its sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement and enforcement, collection and such sale of the Equipment that it may deem necessary or desirable, including the prudent delegation of such responsibilities; provided that only with the prior written consent of MBIA shall the Servicer subcontract with another firm to act as subservicer with respect to the Servicer's obligations hereunder and then only so long as the Servicer remains fully responsible and accountable for performance of all obligations of the Servicer hereunder; provided further that the Servicer may subcontract out its remarketing obligations with respect to the Equipment without the consent of MBIA so long as the Servicer remains fully responsible and accountable for the performance of such obligations. Without limiting the generality of the foregoing, the Servicer shall, and is hereby authorized and empowered by the Indenture Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the NoteholdersCertificateholders, the Indenture Trustee or any of them) 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 Lease Contracts and any files or documentation pertaining to the Contract Lease Assets. The Servicer also may, in its sole discretion, waive any late payment charge or penalty, or any other fees that may be collected in the ordinary course of servicing any Lease Contract. Notwithstanding the foregoing, the Servicer shall not, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Agreement, release or waive the right to collect the Scheduled Payments (including periodic payments accrued under the terms of any Contract during the first 12 months following the Final Due Date of such Contract) or any unpaid balance on any Lease Contract. The Issuer and the Indenture Trustee shall, at the expense of the Servicer, 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, and the Issuer and the Indenture Trustee shall not be responsible for the Servicer's application thereof.
(b) The Servicer shall conduct any Lease Contract management, servicing, administration, collection or enforcement actions in the following manner:
(i) With respect to any Defaulted Contract, the The Servicer, as agent for and on behalf of the Issuer, the Indenture Trustee, the Note Insurer MBIA and the NoteholdersCertificateholders, with respect to any Defaulted Lease Contract shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own lease contracts, lease receivables and equipment that are similar to the Lease Contracts, Lease Receivables and the Equipment, and, in any event, consistent with the standard of care described in Section 3.02 hereof to maximize recoveries thereonhereof, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Lease Contract, together with the related Equipment, to collect any Guaranty Amounts, and to enforce the IssuerTransferor's rights under the Contract Lease Acquisition Agreement. All Recoveries, Insurance Proceeds, Servicing Charges and other amounts, etc. Proceeds or Residual Proceeds in respect of any suchsuch Lease Receivable and the related Equipment received by the Servicer shall be remitted to the Trustee for deposit in the Collection Account pursuant to Section 3.03 hereof;
(ii) The Servicer may s▇▇ to enforce or collect upon Lease Contracts as agent for the Trustee on behalf of the Certificateholders and MBIA. If the Servicer elects to commence a legal proceeding to enforce a Lease Contract, the act of commencement shall be deemed to be an automatic conveyance of the Lease Contract to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Lease Contract on the ground that it is not a real party in interest or a holder entitled to enforce the Lease Contract, then the Trustee on behalf of the Certificateholders and MBIA shall, at the Servicer's request and expense, take such steps as the Servicer deems necessary and instructs the Trustee in writing to take to enforce the Lease Contract, including bringing suit in its name or the names of the Certificateholders or MBIA, and the Trustee shall be indemnified by the Servicer for any such action taken. Any Lease Contract temporarily released from the custody of the Trustee to the Servicer or its agents shall have stamped on it prior to its delivery a legend to the effect that the Lease Contract is the property of Norwest Bank Minnesota, National Association as Trustee, and the Servicer shall promptly return all Lease Contracts when the need therefore no longer exists, provided that no more than 25 Lease Contracts shall be released to the Servicer at any one time;
(iii) The Servicer shall exercise any rights of recourse against third parties that exist with respect to any Lease Contract in accordance with the Servicer's usual practice and, in any event, consistent with the standard of care described in Section 3.02
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Responsibilities of Servicer. (a) The Issuer hereby appoints the Servicer, for the benefit of the Issuer, the Note Insurer Issuer and the Noteholders, to act as Servicer of the Contract Assets and, as such, the Servicer shall be responsible for, and shall, in accordance with its customary servicing procedures and Section 3.02 hereof, manage, service, administer, enforce and make collections on the Contracts, the Equipment, the Receivables and any Insurance Policies, defend the Indenture Trustee's security interest in the Contracts, Receivables and Equipment and other Collateral Granted pursuant to the Indenture against adverse claims, and sell or re-lease the Equipment upon the expiration or other termination of the related Contract (or repossession thereof without termination), each in accordance with the standards and procedures set forth in this Agreement and any related provisions of the Indenture and Contract Acquisition Agreement. The Servicer's responsibilities shall include monitoring and posting of all payments, responding to inquiries of Customers, investigating delinquencies, accounting for collections and furnishing monthly and annual statements to the Back-up Servicer, the Indenture Trustee, the Note Insurer, the Rating Agencies and the Noteholders with respect to the Receivables, verifying, monitoring and enforcing the acquisition and maintenance of customers' insurance policies relating to the Equipment (or charging and collecting a loss and damage waiver fee in lieu thereof), providing replacement Equipment to Customers upon loss or destruction thereof, making Servicer Advances, providing appropriate federal federal, state and local income tax information to the Indenture Trustee for use in providing information to the Noteholders or the Note InsurerNoteholders, collecting and remitting sales and property taxes to taxing authorities, and maintaining the perfected security interest of the Indenture Trustee in the Trust Estate. The Servicer (at its expense) shall have full power and authority, acting at its sole discretion, to do any and all things in connection with such managing, servicing, administration, enforcement and collection and such sale of the Equipment that it may deem necessary or desirable, including the prudent delegation of such responsibilities. Without limiting the generality of the foregoing, the Servicer shall, and is hereby authorized and empowered by the Indenture Trustee, subject to Section 3.02 hereof, to execute and deliver (on behalf of itself, the Noteholders, the Indenture Trustee or any of them) 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 Contracts and any files or documentation pertaining to the Contract Assets. The Servicer also may, in its sole discretion, waive any late payment charge or penalty, or any other fees that may be collected in the ordinary course of servicing any Contract. Notwithstanding the foregoing, the Servicer shall not, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise expressly provided in this Agreement, release or waive the right to collect the Scheduled Payments (including periodic payments accrued under the terms of any Contract during the first 12 months following the Final Due Date of such Contract) or any unpaid balance on any Contract. The Issuer and the Indenture Trustee shall, at the expense of the Servicer, 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, and the Issuer and the Indenture Trustee shall not be responsible for the Servicer's application thereof.
(b) The Servicer shall conduct any Contract management, servicing, administration, collection or enforcement actions in the following manner:
(i) With respect to any Defaulted Contract, the Servicer, as agent for and on behalf of the Issuer, the Indenture Trustee, the Note Insurer Trustee and the Noteholders, shall follow such practices and procedures as are normal and consistent with the Servicer's standards and procedures relating to its own contracts, receivables and equipment that are similar to the Contracts, Receivables and the Equipment, and, in any event, consistent with the standard of care described in Section 3.02 hereof to maximize recoveries thereonthereon in a cost effective manner, including without limitation, the taking of appropriate actions to foreclose or otherwise liquidate any such Defaulted Contract, together with the related Equipment, to collect any Guaranty Amounts, and to enforce the Issuer's rights under the Contract Acquisition Agreement. All Recoveries, Insurance Proceeds, Servicing Charges and other amounts, etc. amounts collected in respect of any suchsuch Contract Assets by the Servicer shall be remitted to the Indenture Trustee in accordance with Section 3.03 hereof (net of amounts reimbursable to the Servicer for reasonable costs incurred by it in obtaining such Recoveries, Insurance Proceeds and Servicing Charges);
(ii) The Servicer may sue to enforce or collect upon Contracts as agent for the I▇▇▇er and the Indenture Trustee on behalf of the Noteholders. If the Servicer elects to commence a legal proceeding to enforce a Contract, the act of commencement shall be deemed to be an automatic conveyance of the Contract to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Contract on the ground that it is not a real party in interest or a holder entitled to enforce the Contract, then the Issuer and/or the Indenture Trustee on behalf of the Noteholders shall, at the Servicer's request and expense, take such steps as the Servicer deems necessary and instructs the Issuer and/or the Indenture Trustee in writing to take to enforce the Contract, including bringing suit in its name or the names of the Noteholders, and the Issuer and the Indenture Trustee shall be indemnified by the Servicer for any such action taken. Any Contract temporarily released from the custody of the Indenture Trustee to the Servicer or its agents shall have stamped on it prior to its delivery a legend to the effect that the Contract is subject to a security interest in favor of the Indenture Trustee, and the Servicer shall promptly return all Contracts when the need therefore no longer exists;
(iii) The Servicer shall exercise any rights of recourse against third parties that exist with respect to any Contract in accordance with the Servicer's usual practice and, in any event, consistent with the standard of care described in Section 3.02
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