Acceptance of Engagement. The successor Servicer will accept its engagement by assuming the Servicer’s obligations under this Agreement or entering into an amendment to this Agreement or a new servicing agreement on substantially the same terms as this Agreement, in a form acceptable to the Owner Trustee and the Indenture Trustee. The successor Servicer will deliver a copy of the assumption, amendment or new servicing agreement to the other parties and the Indenture Trustee. The successor Servicer will accept its engagement as Administrator according to Section 3.5 of the Administration Agreement. Promptly following a successor Servicer’s acceptance of its engagement, the Indenture Trustee will notify the Issuer, the Owner Trustee and the Secured Parties of the engagement. On receipt of a notice of engagement, the Issuer will promptly notify the Rating Agencies and the Asset Representations Reviewer and the Owner Trustee will promptly notify the holder of the Residual Interest.
Acceptance of Engagement. Manager hereby accepts its engagement as the manager of the Property and agrees to perform all services necessary for the care, protection, maintenance and operation of the Property, including the following:
a. The collection of all rents and other income from the Property, provided that nothing herein contained shall constitute a guarantee by Manager of the payment of rent by tenants;
b. The purchase, at the expense of Owner, of all equipment, tools, appliances, materials, supplies and uniforms necessary for the maintenance or operation of the Property;
c. The contracting on behalf of Owner for water, gas, electricity and other services necessary for the operation and maintenance of the Property;
d. The advertising for the rental of space in the Property, the cost of which shall be paid or by Owner;
e. The use of all reasonable efforts to keep the Property rented by procuring tenants for the Property and negotiating and executing on behalf of Owner all leases for space in the Property;
f. The employment, discharge and payment of all employees or contractors necessary to be employed in the management and operation of the Property. Owner agrees that all wages (and federal and state unemployment insurance and other required charges) of such employees, and all compensation of such employees and contractors, shall be paid from Owner's funds;
g. The preparation and filing of all returns and other documents (other than promissory notes, mortgages, deeds of trust or other documents or instruments which would encumber the Property) required under the Federal Insurance Contributions Act and the Federal Unemployment Tax Act, or any similar federal or state legislation. Manager shall also file returns and reports, and pay from Owner's funds, all sums as may from time to time be required by the state or locality in which the Property is located;
h. The maintenance of full books of account with correct entries of all receipts and expenditures, which books of account shall be the property of Owner and shall at all times be open to the inspection of Owner or any of its employees or duly authorized agents;
i. The furnishing to Owner of all lenders' annual property inspection letters regarding repairs necessary to avoid mortgage loan defaults. The furnishing monthly of a detailed statement of all receipts and disbursements for that month, such statement to be furnished on or before the 20th day of each month for the preceding month. Such statement shall show the status of ...
Acceptance of Engagement. The Successor Servicer will accept its engagement by assuming the Servicer’s obligations under this Agreement or entering into an amendment to this Agreement or a new servicing agreement on substantially the same terms as this Agreement, in a form acceptable to the Owner Trustee and the Indenture Trustee. The Successor Servicer will deliver a copy of the assumption, amendment or new servicing agreement to the other parties and the Indenture Trustee. The Successor Servicer (other than the Indenture Trustee as Successor Servicer) will accept its engagement as Administrator according to Section 3.5 of the Administration Agreement. Promptly following a Successor Servicer’s acceptance of its engagement, the Indenture Trustee will notify the Issuer, the Owner Trustee and the Secured Parties of the engagement. On receipt of a notice of engagement, the Issuer will promptly notify the Rating Agencies and the Asset Representations Reviewer, and the Owner Trustee will promptly notify the Certificateholders. Any Successor Servicer will agree to provide to Cellco any information relating to payments received from Obligors (including any payments received on a Receivable that was the subject of an upgrade for which none of the Marketing Agent, the related Originator or the Parent Support Provider deposited a required Upgrade Payment), delinquencies in payments by Obligors, any Written-Off Receivables and any other information related to the Obligors and the Receivables required by Cellco to service the accounts of which any Receivables are a part, including, but not limited to, granting and applying credits to any account for which none of the Marketing Agent, the related Originator or the Parent Support Provider remitted an Upgrade Payment, as set forth in Section 3.12(b). Any Successor Servicer will agree to be bound by the terms and conditions of the legal, regulatory, privacy and data protection policies set forth in Exhibit A attached hereto to the extent such Successor Servicer receives information from Cellco or any of its Affiliates relating to the Receivables. For the avoidance of doubt, no Successor Servicer will be required to assume or undertake the obligations of Cellco, as Servicer, under Sections 3.4 and 4.7 of the Master Trust Receivables Transfer Agreement or Sections 2.5 and 2.6 of this Agreement. No Successor Servicer shall have any liability for the acts or omissions of any predecessor Servicer.
Acceptance of Engagement. The Administrator hereby accepts such engagement and agrees during the term hereof to render the services described herein, subject to the reimbursement of costs and expenses provided for below, and subject to the limitations contained herein.
Acceptance of Engagement. Flat Rock Global hereby accepts such engagement and agrees during the term of this Agreement to render the services described herein for the compensation provided herein, subject to the limitations contained herein.
Acceptance of Engagement. Agent hereby accepts its engagement as a broker for the purchase and sale of the Properties and agrees to perform all services necessary to effectuate such purchases and sales which are customarily provided by commercial real estate brokers, and, without limitation, Agent agrees:
a. To supervise, on behalf of Owner, the preparation of contracts of purchase or sale for each Property, on such terms as are specified by Owner or its duly authorized representatives, and all other documents related thereto or required to effectuate such purchase or sale;
b. To coordinate the activities of, and act as liaison between Owner and, independent professionals connected with the purchase or sale of a Property, including attorneys, accountants, investment bankers, appraisers, engineers, inspectors, lenders, if any, and others;
c. To assist Owner and its authorized representatives in satisfying any conditions precedent to the purchase or sale of a Property, which shall include contracting on behalf of Owner with any third parties whose services are required to close any such purchase or sale;
d. To represent Owner at the closing of the purchase or sale of a Property, to coordinate the activities of professionals and other third persons connected with such closing, and to supervise the compliance by Owner with all requirements and customary actions associated with such purchase or sale, including, without limitation, the obtaining of property title insurance, the delivery and recordation of deeds and other instruments of conveyance, and the delivery and recordation, as required, of any documents evidencing loans obtained or made by Owner;
e. Generally to act on behalf of Owner in connection with such purchase or sale as a commercial real estate broker would customarily act with respect to such transaction, including the provision of such additional services as would normally be provided by such a person.
Acceptance of Engagement. Manager hereby accepts its engagement as the manager of the Properties and agrees to perform all services necessary for the care, protection, maintenance and operation of the Properties. Without limiting the scope of the foregoing:
(a) Manager shall collect all rents and other income from the Properties, provided that nothing herein contained shall constitute a guarantee by Manager of the payment of rent by tenants.
(b) Manager shall purchase, at the expense of Owner, all equipment, tools, appliances, materials, supplies and uniforms necessary for the maintenance or operation of the Properties.
(c) Manager shall contract on behalf of Owner for water, gas, electricity and other services necessary for the operation and maintenance of the Properties.
(d) Manager shall advertise for the rental of units at the Properties, the cost of which shall be paid by Owner.
(e) Manager shall use all reasonable efforts to keep the Properties rented by procuring tenants for the Properties and negotiating and executing on behalf of Owner all leases for units at the Properties.
(f) Manager shall hire, evaluate, supervise, discharge and pay all employees or contractors necessary for the management and operation of the Properties. Owner agrees that all wages and compensation (and federal and state unemployment insurance and other required charges) with respect to such employees and contractors shall be paid from Owner's funds.
(g) Manager shall prepare and file all returns and other documents (other than promissory notes, mortgages, deeds of trust or other documents or instruments which would encumber the Properties) required under the Federal Insurance Contributions Act and the Federal Unemployment Tax Act, or any similar federal or state legislation. Manager also shall file returns and reports, and pay from Owner's funds, all sums as may be required from time to time by the states or localities in which the Properties are located.
(h) Manager shall maintain accurate and complete books of account with entries for all receipts and expenditures, and such books of account shall be the property of Owner and shall at all times be open to the inspection of Owner, or any of its employees or duly authorized agents.
(i) Manager shall deliver to Owner of all lenders' annual property inspection letters regarding repairs necessary to avoid mortgage loan defaults. Manager shall deliver a detailed monthly statement of all receipts and disbursements on or before the 20th day of each month fo...
Acceptance of Engagement. The Adviser hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein, subject to the limitations contained herein.
Acceptance of Engagement. The Sub-Adviser hereby agrees during the term hereof to render the services described herein for the compensation provided herein, subject to the limitations contained herein. The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with applicable law and regulations and shall use commercially reasonable efforts to carry out its responsibilities under this Agreement in compliance with: (i) the Company’s investment objectives, policies and restrictions as set forth in the Registration Statement on Form N-2 filed with the SEC, as amended from time to time, the Company’s prospectus that forms a part of the Registration Statement, as amended and supplemented and/or the Company’s periodic reports filed with the SEC from time to time; and (ii) such policies, directives, regulatory restrictions and compliance policies as the Board or the Adviser may from time to time establish or issue and communicate to the Sub-Adviser in writing. The Adviser shall promptly notify the Sub-Adviser in writing of changes to (i) or (ii) above. In no event shall the Sub-Adviser be held responsible for failing to comply with (i) or (ii) unless it had previously received the written notification in the foregoing sentence.
Acceptance of Engagement. The Sub-Adviser hereby agrees during the term hereof to render the services described herein for the compensation provided herein, subject to the limitations contained herein. The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (i) the Fund’s investment objectives, policies and restrictions as in effect from time to time and communicated to the Sub-Adviser in writing (the “Investment Guidelines”); (ii) such policies, directives, regulatory restrictions and compliance policies as the Adviser may from time to time establish or issue and communicate to the Sub-Adviser in writing (the “Procedures”); and (iii) applicable law and related regulations. The Adviser shall promptly notify the Sub-Adviser in writing of changes to (i) or (ii) above. In no event shall the Sub-Adviser be held responsible for failing to comply with changes to any of (i) or (ii) unless it had previously received the notification in the foregoing sentence.
