ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO THE SERVICER Sample Clauses

ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO THE SERVICER. (a) The parties hereby acknowledge that, following the assignment of the Receivables arising on Designated Accounts to the Receivables Trustee (as trustee for the Beneficiaries absolutely) (without notice to Obligors except following a Notification Event) pursuant to any Offer made and accepted in accordance with the Receivables Securitisation Agreement, the Servicer shall continue to have its contractual relationship with the Obligors on the terms set out in the Credit Card Agreements and accordingly shall continue to be a grantor of credit to Obligors in respect of both Existing Receivables and Future Receivables.
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ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO THE SERVICER. 2.1.1 The parties hereby acknowledge that, following the assignment or, in respect of the Scottish Receivables, the holding on trust of the Receivables arising on Designated Accounts to or for the Receivables Trustee (as trustee for the Beneficiaries absolutely) (without notice to Obligors except following a Notification Event) pursuant to any Offer made and accepted in accordance with the Receivables Securitisation Agreement, the Servicer shall continue:
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ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO THE SERVICER. (a) The Transferor Beneficiary and the Initial Investor Beneficiaries hereby appoint TPF and TPF agrees to act as the Servicer in relation to the Receivables and (insofar as the interests of the Beneficiaries are affected) the Designated Accounts under the terms of this Deed. By its execution of a Trust Supplement each Additional Beneficiary will consent to TPF acting as Servicer.
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ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO THE SERVICER. (a) The Receivables Trustee hereby appoints COBE, and XXXX agrees to act, as the Servicer for the Receivables Trustee under this Deed. Each Beneficiary consents to COBE acting as Servicer. For the avoidance of doubt, it is understood and acknowledged that obligations of the Servicer herein described are obligations undertaken only in favour of the Receivables Trustee.
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ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO THE SERVICER and the implementation of advice received from the Servicer shall (unless and until such appointment is terminated) be deemed to constitute performance by the Receivables Trustee of its fiduciary obligations hereunder or pursuant to any fiduciary duties on trustees implied by law in respect of such matters, provided that, in order to comply with its obligations under Clauses 6.1(a)(vii) (Receivables Trustee Collection Account), 6.1(b)(iii) (Receivables Trustee Investment Account) and 6.1(c)(iii) (Additional Trust Accounts) and Clause 8.1(d) (Duties of the Receivables Trustee), the Receivables Trustee shall keep copies of all Monthly Servicer's Reports in Jersey. Without prejudice to the foregoing or to Clause 8.17(a) (Disclosure of Information), it is expressly agreed and acknowledged that no delegation by the Receivables Trustee will absolve or release the Receivables Trustee from its liabilities or obligations hereunder in the event that the Servicer shall default in the performance of its obligations as Servicer.
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ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO THE SERVICER. (a) The Receivables Trustee hereby appoints NCL and NCL agrees to act as the Servicer for the Receivables Trustee under this Deed. By its execution of this Deed or a Supplement, each Beneficiary consents to NCL acting as Servicer. For the avoidance of doubt, it is understood and acknowledged that the obligations of the Servicer herein described are obligations undertaken only in favour of the Receivables Trustee.
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ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO THE SERVICER and as reimbursement for any expense incurred by it in connection therewith, the Servicer shall be entitled to receive from the Receivables Trustee (solely to the extent of payments received from the Beneficiaries for that purpose as provided in this Deed and in any Supplement) a servicing fee (the "Servicing Fee"). The Servicing Fee shall be paid with respect to each Collection Period on the related Transfer Date (solely to the extent of payments received from the Beneficiaries in the manner stated above) in an amount equal to the sum of:
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ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO THE SERVICER. (a) The Receivables Trustee hereby appoints HSBC Bank plc, and HSBC Bank plc agrees to act, as the Servicer for the Receivables Trustee under this Deed. Each Beneficiary consents to HSBC Bank plc acting as Servicer. For the avoidance of doubt, it is understood and acknowledged that obligations of the Servicer herein described are obligations undertaken only in favour of the Receivables Trustee.
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Related to ACKNOWLEDGEMENT; ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO THE 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.

  • Other Matters Relating to the Servicer Section 8.01. Liability of the Servicer....................................98 Section 8.02. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer.......................98 Section 8.03. Limitation on Liability of the Servicer and Others................................................99 Section 8.04. Servicer Indemnification of the Trust and the Trustee...........................................99 Section 8.05.

  • Appointment of and Acceptance by Escrow Agent The Investor(s) and the Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder. Escrow Agent hereby accepts such appointment and, upon receipt by wire transfer of the Escrow Funds in accordance with Section 3 below, agrees to hold, invest and disburse the Escrow Funds in accordance with this Agreement.

  • 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.

  • Appointment of Servicer; Acceptance of Appointment Subject to Section 6.05 and Article VII, the Issuer hereby appoints the Servicer, and the Servicer, as an independent contractor, hereby accepts such appointment, to perform the Servicer’s obligations pursuant to this Agreement on behalf of and for the benefit of the Issuer or any assignee thereof in accordance with the terms of this Agreement and applicable law. This appointment and the Servicer’s acceptance thereof may not be revoked except in accordance with the express terms of this Agreement.

  • Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between Borrower and Issuing Bank, Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of Issuing Bank’s rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of Issuing Bank to Borrower. Notwithstanding anything to the contrary contained in this Section 2.4(c), Borrower shall retain any and all rights it may have against Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of Issuing Bank.

  • Submission to Jurisdiction; Appointment of Agent for Service of Process; Jury Trial Waiver The Company hereby (i) irrevocably designates and appoints CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the State of New York, as the Company's authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING WITHOUT LIMITATION ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

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