Common use of Responsibilities of the Servicer Clause in Contracts

Responsibilities of the Servicer. (a) Anything herein to the contrary notwithstanding, the Servicer shall (or shall cause the applicable Originator to): (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred to the Seller or the Purchasers hereunder, and the exercise by the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Servicer from such obligations; and (ii) pay out of Collections or other cash owned by the Seller, on behalf of the Seller (or cause the Seller to pay) when due any taxes, energy surcharges and other governmental charges payable by the Seller, if any, in connection with any of the Pool Receivables or this Agreement. None of the Administrator, the Purchaser Agents and the Purchasers shall have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, the Servicer or any Originator thereunder. (b) TXU hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the then-current Servicer and, in such capacity, TXU shall conduct the data-processing functions of the administration of the Pool Receivables and the Collections thereon in substantially the same way that TXU conducted such data-processing functions while it acted as the Servicer. So long as it is acting as the Servicer, as consideration for performing such services, the Servicer shall be entitled to a portion of the Servicing Fee equal to the portion of the servicing duties that TXU continues to perform.

Responsibilities of the Servicer. (a) Anything herein to the contrary notwithstanding, the Servicer shall (or shall cause the applicable Originator to): (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred to the Seller Borrowers or the Purchasers Lenders hereunder, and the exercise by the AdministratorAdministrative Agent, the Purchaser Managing Agents or the Purchasers Lenders of their respective rights hereunder shall not relieve the Servicer from such obligations; and (ii) pay out of Collections or other cash owned by the SellerBorrowers, on behalf of the Seller Borrowers (or cause the Seller Borrowers to pay) when due any taxes, energy surcharges and other governmental charges payable by the SellerBorrowers, if any, in connection with any of the Pool Receivables or this Agreement. None of the AdministratorAdministrative Agent, the Purchaser Managing Agents and the Purchasers Lenders shall have any obligation or liability with respect to any Pool AssetReceivable, nor shall any of them be obligated to perform any of the obligations of the SellerBorrowers, the Servicer or any Originator thereunder. (b) TXU Herc hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the then-current Servicer and, in such capacity, TXU Herc shall conduct the data-processing functions of the administration of the Pool Receivables and the Collections thereon in substantially the same way that TXU Herc conducted such data-processing functions while it acted as the Servicer. So long as it no Event of Default is acting as the Servicerexisting, as consideration for performing such services, the Servicer shall be entitled to a portion of the Servicing Fee equal to the portion of the servicing duties that TXU Herc continues to perform.

Responsibilities of the Servicer. (a) Anything herein The Servicer shall maintain accurate books and records with respect to the contrary notwithstandingTransferred Assets, administer and assist in a commercially reasonable manner in the collection of the Receivables and take such actions as may be reasonably requested in connection therewith to maintain the Buyer's ownership interest and the Lender's first priority perfected security interest in the Transferred Assets. The Servicer agrees that in performing such services with respect to the Receivables and the other Transferred Assets, it shall carry out such responsibilities with the same degree of skill and attention that the Servicer exercises from time to time with respect to comparable receivables that it services for itself or others. (b) The Servicer is hereby authorized to commence, at its own expense, in its own name or in the name of the Buyer or the Lender (provided that, if the Servicer is acting in the name of the Lender, it has obtained Lender's consent, which consent shall not be unreasonably withheld), legal proceedings to enforce Receivables or to commence or participate in any other legal proceedings (including bankruptcy proceedings) relating to or involving Receivables. If the Servicer commences or participates in such legal proceedings in its own name, the Buyer and the Lender shall thereupon be deemed to have automatically assigned such Receivables to the Servicer solely for purposes of commencing or participating in any such proceedings as a party or claimant, and the Servicer is authorized and empowered by the Buyer to execute and deliver in the Servicer's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceedings. (c) The Buyer shall (or shall cause at the applicable Originator to): Buyer's expense) (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred to the Seller or the Purchasers hereunder, and the exercise by the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve furnish the Servicer from such obligations; with any powers of attorney and other documents that the Servicer may reasonably request and that the Servicer deems necessary or appropriate and (ii) pay take any other steps that the Servicer may deem reasonably necessary or appropriate to enable the Servicer to carry out of Collections or other cash owned by the Sellerits servicing duties under this Agreement. (d) The Servicer shall, on behalf of the Seller (or cause Buyer, prepare and deliver in accordance with the Seller to pay) when due any taxes, energy surcharges Credit Agreement the Monthly Reports and other governmental charges payable Borrowing Base Reports required by the Seller, if any, in connection with any of the Pool Receivables or this Credit Agreement. None of the Administrator, the Purchaser Agents and the Purchasers shall have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, the Servicer or any Originator thereunder. (b) TXU hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the then-current Servicer and, in such capacity, TXU shall conduct the data-processing functions of the administration of the Pool Receivables and the Collections thereon in substantially the same way that TXU conducted such data-processing functions while it acted as the Servicer. So long as it is acting as the Servicer, as consideration for performing such services, the Servicer shall be entitled to a portion of the Servicing Fee equal to the portion of the servicing duties that TXU continues to perform.

Responsibilities of the Servicer. (a) Anything herein The Servicer shall maintain accurate books and records with respect to the contrary notwithstandingTransferred Assets, administer and assist in a commercially reasonable manner in the collection of the Receivables and take such actions as may be reasonably requested in connection therewith to maintain the Buyer's ownership interest and the first priority perfected security interest of the Agent (for the benefit of the Lenders) in the Transferred Assets. The Servicer agrees that in performing such services with respect to the Receivables and the other Transferred Assets, it shall carry out such responsibilities with the same degree of skill and attention that the Servicer exercises from time to time with respect to comparable receivables that it services for itself or others. (b) The Servicer is hereby authorized to commence, at the Buyer's expense, in its own name, acting solely in its capacity as Servicer on behalf of the Buyer, the Agent and the Lenders (and not in its individual capacity), or in the name of the Buyer, the Agent or any Lender (provided that, if the Servicer is acting in the name of the Agent or any Lender, it has obtained the Agent's or such Lender's consent, which consent shall not be unreasonably withheld), legal proceedings to enforce Receivables or to commence or participate in any other legal proceedings (including bankruptcy proceedings) relating to or involving Receivables. If the Servicer commences or participates in such legal proceedings in its own name, the Buyer, the Agent and the Lenders shall thereupon be deemed to have automatically assigned such Receivables to the Servicer solely for purposes of commencing or participating in any such proceedings as a party or claimant, and the Servicer is authorized and empowered by the Buyer to execute and deliver in the Servicer's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceedings. (c) The Buyer shall (or shall cause at the applicable Originator to): Buyer's expense) (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred to the Seller or the Purchasers hereunder, and the exercise by the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve furnish the Servicer from such obligations; with any powers of attorney and other documents that the Servicer may reasonably request and that the Servicer deems necessary or appropriate and (ii) pay take any other steps that the Servicer may deem reasonably necessary or appropriate to enable the Servicer to carry out of Collections or other cash owned by the Sellerits servicing duties under this Agreement. (d) The Servicer shall, on behalf of the Seller (or cause Buyer, prepare and deliver in accordance with the Seller to pay) when due any taxes, energy surcharges Credit Agreement the Monthly Reports and other governmental charges payable Borrowing Base Reports required by the Seller, if any, in connection with any of the Pool Receivables or this Credit Agreement. None of the Administrator, the Purchaser Agents and the Purchasers shall have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, the Servicer or any Originator thereunder. (b) TXU hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the then-current Servicer and, in such capacity, TXU shall conduct the data-processing functions of the administration of the Pool Receivables and the Collections thereon in substantially the same way that TXU conducted such data-processing functions while it acted as the Servicer. So long as it is acting as the Servicer, as consideration for performing such services, the Servicer shall be entitled to a portion of the Servicing Fee equal to the portion of the servicing duties that TXU continues to perform.

Responsibilities of the Servicer. (a) Anything herein to the contrary notwithstanding, the Servicer shall (or shall cause the applicable Originator to): (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred to the Seller or the Purchasers hereunder, and the exercise by the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Servicer from such obligations; and (ii) pay out of Collections or other cash owned by the Seller, on behalf of the Seller (or cause the Seller to pay) when due any taxes, energy surcharges and other governmental charges payable by the Seller, if any, in connection with any of the Pool Table of Contents Receivables or this Agreement. None of the Administrator, the Purchaser Agents and the Purchasers shall have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, the Servicer or any Originator thereunder. (b) TXU hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the then-current Servicer and, in such capacity, TXU shall conduct the data-processing functions of the administration of the Pool Receivables and the Collections thereon in substantially the same way that TXU conducted such data-processing functions while it acted as the Servicer. So long as it is acting as the Servicer, as consideration for performing such services, the Servicer shall be entitled to a portion of the Servicing Fee equal to the portion of the servicing duties that TXU continues to perform.