Appointment and Designation of the Servicer. The Seller, the Purchaser, the Owners and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time pursuant to this Section 6.01, as their agent to service, administer and collect the Receivables and otherwise to enforce their respective rights and interests in and under the Receivables, the Related Security and any contracts between the Seller and an Obligor. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller of a designation of a new Servicer, WMECO is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, upon the occurrence of a Servicer Default or other Event of Termination, designate as Servicer any Person to succeed WMECO any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that any Servicer may take any and all steps in the Seller's name and on behalf of the Seller necessary or desirable, in the determination of the Servicer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b).
Appears in 3 contracts
Samples: Receivables Purchase Agreement (North Atlantic Energy Corp /Nh), Receivables Purchase and Sale Agreement (North Atlantic Energy Corp /Nh), Receivables Purchase Agreement (Northeast Utilities System)
Appointment and Designation of the Servicer. (a) The Seller, the Purchaser, the Owners Borrower and the Agent Lender hereby appoint the Person (the "Servicer") designated by the Agent Lender from time to time time, pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent Lender gives notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Lender’s designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Lender of its written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Lender may at any time designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Receivables, Pledged Receivables including, without limitation, endorsing to make withdrawals from the Seller's name Security Deposit Account pursuant to Section 2.05 and any Cash Reserve Account pursuant to Section 2.06. In accordance therewith, each of the Borrower and LEAF Financial shall deliver an executed power of attorney in the form of Exhibit H hereto to each of the Backup Servicer and the Collateral Agent.
(b) The Servicer is hereby authorized to act for the Borrower and the Lender and, in such capacity, shall manage, service, administer and arrange collections on checks and other instruments representing Collections and enforcing such the Pledged Receivables and perform the other actions required by the Servicer under this Agreement for the benefit of the Lender. The Servicer agrees that its servicing of the Pledged Receivables shall be carried out in accordance with customary and usual procedures of institutions which service equipment lease and loan contracts and receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time, with respect to all comparable equipment lease and loan contracts and receivables that it services for itself or others in accordance with the Credit and Collection Policy (or if the Backup Servicer has been appointed as Servicer, the Backup Servicer’s customary collection policies) and, to the extent more exacting, the requirements of this Article VI. The Servicer’s duties shall include, without limitation, collecting and posting of all Collections with respect to any Pledged Receivable, responding to inquiries of Obligors on the Pledged Receivables, investigating delinquencies, sending invoices, payment statements or payment books to Obligors, reporting any required tax information to Obligors, policing the collateral, enforcing the terms of the Contracts (and any documents related thereto) related to any Pledged Receivables, complying with the terms of the Lockbox Agreement, accounting for Collections with respect to any Pledged Receivable, furnishing monthly and annual statements to the Lender with respect to distributions and performing the other duties specified herein.
(c) The Servicer will require each Underlying Originator to (i) service all Underlying Contracts in a manner consistent with the applicable Underlying Originator Credit and Collection Policy (which the Servicer has reviewed and approved in accordance with the Credit and Collection Policy) and (ii) provide to the Servicer a monthly data feed, which shall be in form and content satisfactory to the Servicer. The Servicer shall, or shall cause a third party servicer appointed by the Servicer and approved by the Lender (such approval not to be unreasonably withheld) to, provide servicing similar to the servicing that the Servicer is obligated to provide hereunder with respect to any Underlying Contracts to the extent that the related Underlying Originator fails to service such Underlying Contracts in a manner consistent with the applicable Underlying Originator Credit and Collection Policy.
(d) To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. The Servicer is authorized to release liens on Obligor Collateral in order to collect insurance proceeds with respect thereto and to liquidate such Obligor Collateral in accordance with its customary standards, policies and procedures; provided, however, that, notwithstanding the foregoing, the Servicer shall not, (i) except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Pledged Receivable or (ii) waive the right to collect the unpaid balance of any Pledged Receivable from such Obligor, except that, subject to Section 6.02(a), the Servicer may forego collection efforts if the amount which the Servicer, in its reasonable judgment, expects to realize in connection with such collection efforts is determined by the Servicer, in its reasonable judgment, to be less than the reasonably expected costs of pursuing such collection efforts and if the Servicer would forego such collection efforts in accordance with its customary procedures. The Servicer is hereby authorized to commence, in its own name (in its capacity as Servicer), if possible, or in the name of the Borrower or the Lender (provided that if the Servicer is acting in the name of the Borrower or the Lender, the Servicer shall have obtained the Borrower’s or the Lender’s consent, as the case may be, which consent shall not be unreasonably withheld), a legal proceeding to enforce any Pledged Receivable (or any terms or provisions of the related Contract) or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Pledged Receivable or any related contractsContract, Obligor or Obligor Collateral. If the Servicer commences or participates in such a legal proceeding in its own name, the Borrower or the Lender, as the case may be, shall thereupon be deemed to have automatically assigned such Pledged Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Borrower or the Lender, as the case may be, 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 proceeding. The Seller willBorrower or the Lender, upon as the request of case may be, shall furnish the Agent, execute such Servicer with any powers of attorney and other instruments as documents which the Servicer may be reasonably request in writing and which the Servicer deems necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with or appropriate and take any other Person for servicingsteps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. If, administering however, in any suit or collecting the Receivables, provided legal proceeding it is held that the Servicer may not prosecute such suit or legal proceeding on the grounds that it is not an actual party in interest or a holder entitled to enforce such suit or legal proceeding, the Borrower shall remain liable for the performance of the duties and obligations of take such steps as the Servicer pursuant deems necessary to the terms hereof. Notwithstanding anything to the contrary contained prosecute such suit or legal proceeding, including bringing suit in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)its name.
Appears in 2 contracts
Samples: Receivables Loan and Security Agreement (LEAF Equipment Finance Fund 4, L.P.), Receivables Loan and Security Agreement (LEAF Equipment Finance Fund 4, L.P.)
Appointment and Designation of the Servicer. The SellerBorrower, the Purchaser, the Owners Lender and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time (with the approval of the Lender) pursuant to this Section 6.016.01 (the "Servicer"), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. Subject to Section 6.14, the Related Security Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and any contracts between Collection Policy, to the Seller and an Obligorextent consistent with the provisions of this Article VI. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents to the appointment by the Borrower of a new Servicer, WMECO SRI is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Agent's designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, the delivery by the Agent of its consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Agent may at any time (with the approval of the Lender) designate as Servicer any Person to succeed WMECO SRI or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and SRI hereby grants to any successor Servicer may an irrevocable power of attorney and license to take any and all steps in the SellerBorrower's, SRI's name or the Servicer's name, as applicable, and on behalf of the Seller Borrower or SRI, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Pledged Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b).
Appears in 2 contracts
Samples: Receivables Loan and Security Agreement (Silverleaf Resorts Inc), Receivables Loan and Security Agreement (Silverleaf Resorts Inc)
Appointment and Designation of the Servicer. a) The Seller, the Purchaser, the Owners Borrower and the Agent Lender hereby appoint the Person (the "Servicer") designated by the Agent Lender from time to time time, pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent Lender gives notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Lender’s designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Lender of its written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Lender may at any time designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Receivables, Pledged Receivables including, without limitation, endorsing to make withdrawals from the Seller's name on checks and other instruments representing Collections and enforcing such Receivables Security Deposit Account pursuant to Section 2.05 and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer Cash Reserve Account pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)Section 2.06.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Resource America Inc)
Appointment and Designation of the Servicer. (a) The Seller------------------------------------------- Borrower, the Purchaser, the Owners Lender and the Agent hereby appoint the Person (the "Servicer") -------- designated by the Agent from time to time (with the approval of the Lender) pursuant to this Section 6.01, as their agent to service, administer and collect ------------ the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the Receivables, Pledged Receivables and the Related Security and any contracts between the Seller and an Obligorother Pledged Assets. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller Borrower of a designation of a new Servicer, WMECO or consents to the appointment by the Borrower of a new "Servicer," Funding is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, upon Upon and after the occurrence of a Servicer Default or other any Event of TerminationDefault, the Agent may at any time (with the approval of the Lender) designate as Servicer any Person to succeed WMECO Funding or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and Funding hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the SellerBorrower's, Funding's name or the Servicer's name, as applicable, and on behalf of the Seller Borrower or Funding necessary or desirable, in the determination of the successor Servicer, to collect all amounts due under any and all Pledged Receivables, including, without limitation, endorsing the SellerBorrower's name on checks and other instruments representing Collections and enforcing such Receivables and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. Pledged Receivables.
(b) The Servicer may, shall service and administer the Pledged Receivables in accordance with this Agreement and the prior consent customary and usual standards of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance practice of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b).prudent
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Healthcare Financial Partners Inc)
Appointment and Designation of the Servicer. (a) The Seller, the Purchaser, the Owners Borrower and the Agent Lender hereby appoint the Person (the "Servicer") designated by the Agent Lender from time to time time, pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent Lender gives notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Lender’s designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Lender of its written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Lender may at any time designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Receivables, Pledged Receivables including, without limitation, endorsing to make withdrawals from the Seller's name Security Deposit Account pursuant to Section 2.05 and any Cash Reserve Account pursuant to Section 2.06. Each of the Borrower and LEAF Financial hereby grants to any successor Servicer an irrevocable power of attorney to take any and all steps in the Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on checks behalf of the Borrower or LEAF Financial, necessary or desirable, in the determination of such successor Servicer, to service, administer or collect any and other instruments representing Collections all Pledged Receivables including, without limitation, to make withdrawals from the Security Deposit Account pursuant to Section 2.05 and enforcing any Cash Reserve Account pursuant to Section 2.06. In accordance therewith, each of the Borrower and LEAF Financial shall deliver an executed power of attorney in the form of Exhibit H hereto to each of the Backup Servicer and the Collateral Agent.
(b) The Servicer is hereby authorized to act for the Borrower and the Lender and, in such capacity, shall manage, service, administer and arrange collections on the Pledged Receivables and perform the other actions required by the Servicer under this Agreement for the benefit of the Lender. The Servicer agrees that its servicing of the Pledged Receivables shall be carried out in accordance with customary and usual procedures of institutions which service equipment lease and loan contracts and receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time, with respect to all comparable equipment lease and loan contracts and receivables that it services for itself or others in accordance with the Credit and Collection Policy (or if the Backup Servicer has been appointed as Servicer, the Backup Servicer’s customary collection policies) and, to the extent more exacting, the requirements of this Article VI. The Servicer’s duties shall include, without limitation, collecting and posting of all Collections with respect to any Pledged Receivable, responding to inquiries of Obligors on the Pledged Receivables, investigating delinquencies, sending invoices, payment statements or payment books to Obligors, reporting any required tax information to Obligors, policing the collateral, enforcing the terms of the Contracts (and any documents related thereto) related to any Pledged Receivables, complying with the terms of the Lockbox Agreement, accounting for Collections with respect to any Pledged Receivable, furnishing monthly and annual statements to the Lender with respect to distributions and performing the other duties specified herein.
(c) The Servicer will require each Underlying Originator to (i) service all Underlying Contracts in a manner consistent with the applicable Underlying Originator Credit and Collection Policy (which the Servicer has reviewed and approved in accordance with the Credit and Collection Policy) and (ii) provide to the Servicer a monthly data feed, which shall be in form and content satisfactory to the Servicer. The Servicer shall, or shall cause a third party servicer appointed by the Servicer and approved by the Lender (such approval not to be unreasonably withheld) to, provide servicing similar to the servicing that the Servicer is obligated to provide hereunder with respect to any Underlying Contracts to the extent that the related Underlying Originator fails to service such Underlying Contracts in a manner consistent with the applicable Underlying Originator Credit and Collection Policy.
(d) To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. The Servicer is authorized to release liens on Obligor Collateral in order to collect insurance proceeds with respect thereto and to liquidate such Obligor Collateral in accordance with its customary standards, policies and procedures; provided, however, that, notwithstanding the foregoing, the Servicer shall not, (i) except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Pledged Receivable or (ii) waive the right to collect the unpaid balance of any Pledged Receivable from such Obligor, except that, subject to Section 6.02(a), the Servicer may forego collection efforts if the amount which the Servicer, in its reasonable judgment, expects to realize in connection with such collection efforts is determined by the Servicer, in its reasonable judgment, to be less than the reasonably expected costs of pursuing such collection efforts and if the Servicer would forego such collection efforts in accordance with its customary procedures. The Servicer is hereby authorized to commence, in its own name (in its capacity as Servicer), if possible, or in the name of the Borrower or the Lender (provided that if the Servicer is acting in the name of the Borrower or the Lender, the Servicer shall have obtained the Borrower’s or the Lender’s consent, as the case may be, which consent shall not be unreasonably withheld), a legal proceeding to enforce any Pledged Receivable (or any terms or provisions of the related Contract) or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Pledged Receivable or any related contractsContract, Obligor or Obligor Collateral. If the Servicer commences or participates in such a legal proceeding in its own name, the Borrower or the Lender, as the case may be, shall thereupon be deemed to have automatically assigned such Pledged Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Borrower or the Lender, as the case may be, 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 proceeding. The Seller willBorrower or the Lender, upon as the request of case may be, shall furnish the Agent, execute such Servicer with any powers of attorney and other instruments as documents which the Servicer may be reasonably request in writing and which the Servicer deems necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with or appropriate and take any other Person for servicingsteps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. If, administering however, in any suit or collecting the Receivables, provided legal proceeding it is held that the Servicer may not prosecute such suit or legal proceeding on the grounds that it is not an actual party in interest or a holder entitled to enforce such suit or legal proceeding, the Borrower shall remain liable for the performance of the duties and obligations of take such steps as the Servicer pursuant deems necessary to the terms hereof. Notwithstanding anything to the contrary contained prosecute such suit or legal proceeding, including bringing suit in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)its name.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Resource America Inc)
Appointment and Designation of the Servicer. (a) The Seller, the Purchaser, the Owners Borrower and the Agent Lenders hereby appoint the Person (the "Servicer") designated by the Agent Controlling Holders from time to time time, pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives Controlling Holders give notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Controlling Holders’ designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Controlling Holders of their written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Controlling Holders may at any time designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to (i) the terms hereof. The Seller agrees hereof or (ii) such other terms as are agreed to in writing by such successor Servicer and the Controlling Holders, and which (x) require such successor Servicer to service the Pledged Receivables in a commercially reasonable manner that is (A) consistent with the servicing of similar equipment leases and loans by such successor Servicer and (B) no less stringent than the servicing standard required by the Credit and Collection Policy and (y) does not provide for payment of servicing or other fees which in the aggregate exceed the Servicing Fee as in effect on the date hereof without the prior written consent of the Lenders (such other terms described in this clause (ii) being set forth in a separate servicing agreement, such agreement, a “Successor Servicing Agreement”).
(b) Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Pledged Receivables. In accordance therewith, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any related contracts. The Seller will, upon the request each of the Agent, execute such powers Borrower and LEAF Financial shall deliver an executed power of attorney and other instruments as may be necessary in the form of Exhibit J hereto to facilitate the foregoing. The Servicer may, with the prior consent each of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting Backup Servicer and the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)Collateral Agent.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (LEAF Equipment Leasing Income Fund III, L.P.)
Appointment and Designation of the Servicer. (a) The Seller, the Purchaser, the Owners Borrower and the Agent Lenders hereby appoint the Person (the "Servicer") designated by the Agent Controlling Holders from time to time time, pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives Controlling Holders give notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Controlling Holders’ designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Controlling Holders of their written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Controlling Holders may at any time designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to (i) the terms hereof. The Seller agrees hereof or (ii) such other terms as are agreed to in writing by such successor Servicer and the Controlling Holders, and which (x) require such successor Servicer to service the Pledged Receivables in a commercially reasonable manner that is (A) consistent with the servicing of similar equipment leases and loans by such successor Servicer and (B) no less stringent than the servicing standard required by the Credit and Collection Policy and (y) does not provide for payment of servicing or other fees which in the aggregate exceed the Servicing Fee as in effect on the date hereof without the prior written consent of the Lenders (such other terms described in this clause (ii) being set forth in a separate servicing agreement, such agreement, a “Successor Servicing Agreement”).
(b) Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Pledged Receivables. In accordance therewith, each of the Borrower and LEAF Financial shall deliver an executed power of attorney in the form of Exhibit J hereto to each of the Backup Servicer and the Collateral Agent.
(c) The Servicer is hereby authorized to act for the Borrower and the Lenders and, in such capacity, shall manage, service, administer and arrange collections on the Pledged Receivables and perform the other actions required by the Servicer under this Agreement (including, without limitation, endorsing the Seller's name covenant set forth in Section 5.01(y) hereof) for the benefit of the Lenders. The Servicer agrees that its servicing of the Pledged Receivables shall be carried out in accordance with customary and usual procedures of institutions which service equipment lease and loan contracts and receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time, with respect to all comparable equipment lease and loan contracts and receivables that it services for itself or others in accordance with the Credit and Collection Policy (or if the Backup Servicer or any other successor Servicer has been appointed as Servicer, the Backup Servicer’s or such other successor Servicer’s customary collection policies) and, to the extent more exacting, the requirements of this Article VI. The Servicer’s duties shall include, without limitation, collecting and posting of all Collections with respect to any Pledged Receivable, responding to inquiries of Obligors on checks and other instruments representing Collections and the Pledged Receivables, investigating delinquencies, sending invoices, payment statements or payment books to Obligors, reporting any required tax information to Obligors, policing the collateral, enforcing such Receivables the terms of the Contracts (and any documents related contractsthereto) related to any Pledged Receivables, complying with the terms of the Lockbox Account Agreement, accounting for Collections with respect to any Pledged Receivable, furnishing monthly and annual statements to the Lenders with respect to distributions and performing the other duties specified herein.
(d) Following the occurrence of a Servicer Default which is then continuing, the Collateral Agent, at the direction of the Controlling Holders acting in their sole discretion, may direct the Obligors to make all payments under the Pledged Receivables directly to the Backup Servicer, a successor Servicer, the Collateral Agent or any lockbox or account established by any of such parties. Any Collections received in any lockbox or account established pursuant to this clause (d) (or received directly by any Lender or the Collateral Agent) shall be applied to the Obligations in accordance with the priority of payments set forth in Section 2.04.
(e) To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. The Seller willServicer is authorized to release liens on Obligor Collateral in order to collect Insurance Proceeds with respect thereto and to liquidate such Obligor Collateral in accordance with its customary standards, upon policies and procedures; provided, however, that, notwithstanding the request foregoing, the Servicer shall not, (i) except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Pledged Receivable or (ii) waive the right to collect the unpaid balance of any Pledged Receivable from such Obligor, except that, subject to Section 6.02(a), the Servicer may forego collection efforts if the amount which the Servicer, in its reasonable judgment, expects to realize in connection with such collection efforts is determined by the Servicer, in its reasonable judgment, to be less than the reasonably expected costs of pursuing such collection efforts and if the Servicer would forego such collection efforts in accordance with its customary procedures. The Servicer is hereby authorized to commence, in its own name (in its capacity as Servicer), if possible, or in the name of the AgentBorrower or the Lenders (provided that if the Servicer is acting in the name of the Borrower or the Lenders, the Servicer shall have obtained the Borrower’s or the Lenders’ consent, as the case may be, which consent shall not be unreasonably withheld), a legal proceeding to enforce any Pledged Receivable (or any terms or provisions of the related Contract) or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Pledged Receivable or any related Contract, Obligor or Obligor Collateral. If the Servicer commences or participates in such a legal proceeding in its own name, the Borrower or the Lenders, as the case may be, shall thereupon be deemed to have automatically assigned such Pledged Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Borrower or the Lenders, as the case may be, 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 proceeding. The Borrower or the Lenders, as the case may be, shall furnish the Servicer with any powers of attorney and other instruments as documents which the Servicer may be reasonably request in writing and which the Servicer deems necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with or appropriate and take any other Person for servicingsteps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. If, administering however, in any suit or collecting the Receivables, provided legal proceeding it is held that the Servicer may not prosecute such suit or legal proceeding on the grounds that it is not an actual party in interest or a holder entitled to enforce such suit or legal proceeding, the Borrower shall remain liable for the performance of the duties and obligations of take such steps as the Servicer pursuant deems necessary to the terms hereof. Notwithstanding anything to the contrary contained prosecute such suit or legal proceeding, including bringing suit in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)its name.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (LEAF Equipment Finance Fund 4, L.P.)
Appointment and Designation of the Servicer. (a) The SellerBorrower, the Purchaser, the Owners Lenders and the Agent hereby appoint the Person Xxxxxx (the "“Servicer"”) designated by the Agent from time to time pursuant to this Section 6.01, as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Collateral. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller of a designation of a new Servicer, WMECO is hereby designated as, and Xxxxxx hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, upon the occurrence of a Servicer Default or other Event of Termination, designate as Servicer any Person to succeed WMECO any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereofhereof at all times, until the earliest to occur of (i) the Agent’s designation of a new Servicer pursuant to Section 6.26, (ii) the delivery by the Agent of its written consent to the appointment by the Borrower of a new Servicer, and (iii) the Collection Date. The Seller agrees that Each of the Borrower and Xxxxxx hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, Marlin’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or Xxxxxx, necessary or desirable, in the determination of such successor Servicer, to service, administer or collect any and all Pledged Receivables and other Collateral.
(b) The Servicer is hereby authorized to act for the Borrower and the Agent and, in such capacity, shall manage, service, administer and make collections on the Pledged Receivables and other Collateral and perform the other actions required by the Servicer under this Agreement for the benefit of the Borrower, the Agent and the Secured Parties, as applicable. The Servicer agrees that its servicing of the Pledged Receivables shall be carried out in accordance with customary and usual procedures of institutions which service equipment lease contracts and receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises, from time to time, with respect to all comparable equipment lease contracts and receivables that it services for itself or others (or that it formerly serviced for itself or others) in accordance with the Credit and Collection Policy and, to the extent more exacting, the requirements of this Article VI. The Servicer’s duties shall include, without limitation, collecting and posting of all Collections in accordance with this Agreement (including Section 5.01(k) hereof), responding to inquiries of Obligors on the Pledged Receivables, investigating delinquencies, sending invoices, payment statements or payment books to Obligors, reporting any required tax information to Obligors, policing the collateral, enforcing the terms of the Contracts (and any documents related thereto) related to any Pledged Receivables and Collateral, accounting for Collections, furnishing monthly statements to the Agent with respect to distributions, performing such other related duties as reasonably requested by the Borrower, the Agent or the Lenders and performing the other duties specified herein.
(c) The Servicer shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. The Servicer is authorized to release liens on Equipment in order to collect Insurance Proceeds with respect thereto and to liquidate such Equipment or otherwise realize upon any Related Security in accordance with its Credit and Collection Policy, policies and procedures; provided that, notwithstanding the foregoing, the Servicer shall not (i) except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Pledged Receivable or (ii) waive the right to collect the unpaid balance of any Pledged Receivable from such Obligor, except that, subject to Section 6.02(a), the Servicer may forego collection efforts if the amount which the Servicer, in its reasonable judgment, expects to collect all amounts due under realize in connection with such collection efforts is determined by the Servicer, in its reasonable judgment, to be less than the reasonably expected costs of pursuing such collection efforts and if the Servicer would forego such collection efforts in accordance with its customary procedures. The Servicer is hereby authorized to commence, in its own name (in its capacity as Servicer) to the extent possible, or in the name of the Borrower, the Agent or a Lender (provided that if the Servicer is acting in the name of the Borrower, the Agent or the Lender, the Servicer shall have obtained the Borrower’s, the Agent’s or the Lender’s consent, as the case may be, which consent shall not be unreasonably withheld), a legal proceeding to enforce any and all Receivables, Pledged Receivable (or any terms or provisions of the related Contract) or to commence or participate in any other legal proceeding (including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and a bankruptcy proceeding) relating to or involving a Pledged Receivable or any related contractsContract, Obligor, Equipment, Related Security or Collateral. If the Servicer commences or participates in such a legal proceeding in its own name, the Borrower, the Agent or the Lenders, as the case may be, shall thereupon be deemed to have automatically assigned such Pledged Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Borrower, the Agent or the Lenders, as the case may be, to execute and deliver in its own name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Seller willBorrower, upon the request of Agent or the AgentLenders, execute such as the case may be, shall furnish the Servicer with any powers of attorney and other instruments as documents which the Servicer may be reasonably request in writing and which the Servicer deems necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with or appropriate and take any other Person for servicingsteps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. If, administering however, in any suit or collecting the Receivables, provided legal proceeding it is held that the Servicer may not prosecute such suit or legal proceeding on the grounds that it is not an actual party in interest or a holder entitled to enforce such suit or legal proceeding, the Borrower shall remain liable for take such steps as the performance Servicer deems necessary to prosecute such suit or legal proceeding, including bringing suit in its name.
(d) Notwithstanding the foregoing provisions or any other provision herein, after the occurrence and during the continuation of an Event of Default or Servicer Default or after the duties and obligations termination of the Servicer pursuant to Section 6.26 or the terms hereofoccurrence of the Program Termination Date, the Servicer (i) shall not amend, waive or otherwise modify any Pledged Receivable or Contract in any manner without the prior written consent of the Agent, (ii) shall take (or refrain from taking, as applicable) such actions regarding the enforcement of the Pledged Receivables and Contracts and other contracts with the Obligors as directed by the Agent and (iii) shall contact (or shall refrain from contacting, as applicable) the Obligors of the Pledged Receivables as directed by the Agent.
(e) The Servicer shall hold all Contracts, Receivable Files and other Collateral which are in its possession from time to time in trust for the benefit of the Agent and not for the benefit of itself or any other Person. Notwithstanding anything While in possession of the Contracts, Receivable Files and other Collateral, the Servicer agrees that it does not and will not have or assert any beneficial ownership interest in any Contracts, the Receivable Files, Records or other documents related to the contrary contained in this AgreementContracts, the Servicerrelated Equipment, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable Related Security or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)Collateral.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Marlin Business Services Corp)
Appointment and Designation of the Servicer. (a) The SellerBorrower, the Purchaser, the Owners Lender and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time (with the approval of the Lender), pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Agent’s designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Agent of its written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Agent may at any time (with the approval of the Lender) designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Receivables, Pledged Receivables including, without limitation, endorsing to make withdrawals from the Seller's name Security Deposit Account pursuant to Section 2.06 and any Cash Reserve Account pursuant to Section 2.07.
(b) The Servicer is hereby authorized to act for the Borrower and the Agent and, in such capacity, shall manage, service, administer and arrange collections on checks and other instruments representing Collections and enforcing such the Pledged Receivables and perform the other actions required by the Servicer under this Agreement for the benefit of the Agent and the Lender. The Servicer agrees that its servicing of the Pledged Receivables shall be carried out in accordance with customary and usual procedures of institutions which service equipment lease and loan contracts and receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time, with respect to all comparable equipment lease and loan contracts and receivables that it services for itself or others in accordance with the Credit and Collection Policy (or if the Backup Servicer has been appointed as Servicer, the Backup Servicer’s customary collection policies) and, to the extent more exacting, the requirements of this Article VI. The Servicer’s duties shall include, without limitation, collecting and posting of all Collections with respect to any Pledged Receivable, responding to inquiries of Obligors on the Pledged Receivables, investigating delinquencies, sending invoices, payment statements or payment books to Obligors, reporting any required tax information to Obligors, policing the collateral, enforcing the terms of the Contracts (and any documents related thereto) related to any Pledged Receivables, complying with the terms of the Lockbox Agreement, accounting for Collections with respect to any Pledged Receivable, furnishing monthly and annual statements to the Agent with respect to distributions and performing the other duties specified herein.
(c) The Servicer will require each Underlying Originator with respect to Pool B Receivables to (i) service all Underlying Contracts in a manner consistent with the applicable Underlying Originator Credit and Collection Policy (which the Servicer has reviewed and approved in accordance with the Credit and Collection Policy) and (ii) provide a monthly data feed, which shall be in form and content satisfactory to the Servicer, to the Servicer. The Servicer shall provide servicing similar to the servicing that the Servicer is obligated to provide hereunder with respect to any Underlying Contracts to the extent that the related Underlying Originator fails to service such Underlying Contracts in a manner consistent with the applicable Underlying Originator Credit and Collection Policy.
(d) To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. The Servicer is authorized to release liens on Obligor Collateral in order to collect insurance proceeds with respect thereto and to liquidate such Obligor Collateral in accordance with its customary standards, policies and procedures; provided, however, that, notwithstanding the foregoing, the Servicer shall not, (i) except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Pledged Receivable or (ii) waive the right to collect the unpaid balance of any Pledged Receivable from such Obligor, except that, subject to Section 6.02(a), the Servicer may forego collection efforts if the amount which the Servicer, in its reasonable judgment, expects to realize in connection with such collection efforts is determined by the Servicer, in its reasonable judgment, to be less than the reasonably expected costs of pursuing such collection efforts and if the Servicer would forego such collection efforts in accordance with its customary procedures. The Servicer is hereby authorized to commence, in its own name (in its capacity as Servicer), if possible, or in the name of the Borrower, the Agent or the Lender (provided that if the Servicer is acting in the name of the Borrower, the Agent or the Lender, the Servicer shall have obtained the Borrower’s, the Agent’s or the Lender’s consent, as the case may be, which consent shall not be unreasonably withheld), a legal proceeding to enforce any Pledged Receivable (or any terms or provisions of the related Contract) or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Pledged Receivable or any related contractsContract, Obligor or Obligor Collateral. If the Servicer commences or participates in such a legal proceeding in its own name, the Borrower, the Agent or the Lender, as the case may be, shall thereupon be deemed to have automatically assigned such Pledged Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Borrower, the Agent or the Lender, as the case may be, 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 proceeding. The Seller willBorrower, upon the request of Agent or the AgentLender, execute such as the case may be, shall furnish the Servicer with any powers of attorney and other instruments as documents which the Servicer may be reasonably request in writing and which the Servicer deems necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with or appropriate and take any other Person for servicingsteps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. If, administering however, in any suit or collecting the Receivables, provided legal proceeding it is held that the Servicer may not prosecute such suit or legal proceeding on the grounds that it is not an actual party in interest or a holder entitled to enforce such suit or legal proceeding, the Borrower shall remain liable for the performance of the duties and obligations of take such steps as the Servicer pursuant deems necessary to the terms hereof. Notwithstanding anything to the contrary contained prosecute such suit or legal proceeding, including bringing suit in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)its name.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (LEAF Equipment Finance Fund 4, L.P.)
Appointment and Designation of the Servicer. i) The Seller, the Purchaser, the Owners Borrower and the Agent Lenders hereby appoint the Person (the "Servicer") designated by the Agent Lenders from time to time time, pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives Lenders give notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Lenders’ designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Lenders of its written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Lenders may at any time designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Pledged Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b).
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Resource America Inc)
Appointment and Designation of the Servicer. The Seller(a) Unless otherwise provided in this Agreement, including Section 6.11, the Purchaser, the Owners and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time pursuant to this Section 6.01, as their agent to service, administer and collect the Receivables and otherwise to enforce their respective rights and interests in and under the Receivables, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Termination Date. Until a Successor Servicer is appointed pursuant to Section 6.11, the Agent gives notice to the Seller of a designation of a new Servicer, WMECO Initial Servicer is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof.
(b) The Servicer, in its capacity as servicer hereunder, shall manage, service, administer and make collections on the Pledged Receivables (including the related Merchant Contracts) and other Pledged Assets and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Pledged Receivables (including the related Merchant Contract) shall be carried out in all material respects in accordance with Applicable Law and using the same degree of skill, care, diligence and attention that the Servicer exercises from time to time with respect to all similarly situated business loan contracts and receivables that it services for itself or others (or that it formerly serviced for itself or others) in accordance with the Collection Policy (the “Servicing Standard”).
(c) The Servicer’s duties shall include, without limitation, collecting and posting of all Collections, responding to inquiries of Merchants on the Pledged Receivables, investigating delinquencies, sending invoices, payment statements or payment books to Merchants, reporting any required Tax information to Merchants, enforcing the terms of the Merchant Contracts (and any documents related thereto) related to any Pledged Receivables and Pledged Assets, complying with the terms of the Collection Account Control Agreement, accounting for Collections, furnishing reports as required under this Agreement to the Administrative Agent maywith respect to distributions, upon perform such other related duties as reasonably requested by the occurrence of a Servicer Default Borrower, the Administrative Agent or the Lenders and performing the other Event of Terminationduties specified herein.
(d) To the extent consistent with the Servicing Standard and Section 6.02(c) and, designate as Servicer any Person with respect to succeed WMECO any successor the Initial Servicer, on in the condition in each case that any such Person so designated shall agree to perform the duties and obligations of Collection Policy, the Servicer pursuant shall have full power and authority, acting alone or through its agents or designees, to the terms hereof. The Seller agrees that any Servicer may take do any and all steps things in the Seller's name connection with such managing, servicing, administration and on behalf of the Seller collection that it may deem necessary or desirable. Notwithstanding anything herein to the contrary, the Servicer may forego collection efforts only if (x) the amount which the Servicer, in its reasonable judgment, expects to realize in connection with such collection efforts is determined by the determination Servicer, in its reasonable judgment, to be less than the reasonably expected costs (taking into account an efficient allocation of the Servicer’s resources with respect to the Pledged Assets) of pursuing such collection efforts and (y) the Servicer would forego such collection efforts in accordance with its customary procedures (which, with respect to collect all amounts due under the Initial Servicer, shall not conflict with the procedures set forth in the Collection Policy).
(e) The Initial Servicer is hereby authorized to commence, in its own name (in its capacity as Servicer) to the extent possible, or in the name of the Borrower, the Administrative Agent or the Lenders (provided that if the Servicer is acting in the name of the Administrative Agent or the Lenders, the Servicer shall have obtained the Administrative Agent’ or the Lenders’ consent, as the case may be), a legal proceeding to enforce any and all Receivables, Pledged Receivable (or any terms or provisions of the related Merchant Contract) or to commence or participate in any other legal proceeding (including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and a bankruptcy proceeding) relating to or involving a Pledged Receivable or any related contractsMerchant Contract, Merchant, Related Security or Pledged Assets. If the Initial Servicer commences or participates in such a legal proceeding in its own name, the Borrower, the Administrative Agent or the Lenders, as the case may be, shall thereupon be deemed to have automatically assigned such Pledged Receivable to the Initial Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Initial Servicer is authorized and empowered by the Borrower, the Administrative Agent or the Lenders, as the case may be, to execute and deliver in the Initial Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Seller willBorrower, upon the request of Administrative Agent or the AgentLenders, execute such as the case may be, shall furnish the Initial Servicer with any powers of attorney and other instruments as documents which the Initial Servicer may be reasonably request in writing and which are deemed necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties appropriate and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described steps which are deemed necessary or appropriate to enable the Initial Servicer to carry out its servicing and administrative duties under this Agreement. If, however, in this Article VI with respect to any receivable suit or other indebtedness owing to legal proceeding it is held that the Seller Initial Servicer may not prosecute such suit or legal proceeding on the grounds that it is not an actual party in interest or a Receivable other than holder entitled to deliver enforce such suit or legal proceeding, the Borrower shall take such steps as are deemed necessary to prosecute such suit or legal proceeding, including bringing suit in its name. For the Seller avoidance of doubt, any legal proceedings will be commenced by the collections Successor Servicer in the name of the Initial Servicer or the Borrower, as applicable, and documents with respect will not be required to initiate any such receivable proceedings or other indebtedness as described actions in Sections 6.03 and 6.06(b)its own name.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Payoneer Global Inc.)
Appointment and Designation of the Servicer. The Seller, the Purchaser, the Owners Originators and the Agent Buyer hereby appoint the Person (the "Servicer") designated by the Agent Buyer from time to time pursuant to this Section 6.01, as their the Buyer's agent to service, administer and collect the Receivables and otherwise to enforce their respective its rights and interests in in, to and under the Receivables, the Related Security and any contracts between the Seller and an ObligorContracts. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent Buyer gives notice to the Seller Originators of a designation of a new Servicer, WMECO OutSource International is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, upon the occurrence of a Servicer Default or other Event of Termination, Buyer may designate as Servicer any Person to succeed WMECO OutSource International or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereofhereof and of the Receivables Purchase Agreement. The Seller agrees that Each of the Originators and the Servicer hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in such Originators' or the SellerServicer's name name, as applicable, and on behalf of the Seller Buyer, as may be necessary or desirable, in the determination of the successor Servicer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Sellerapplicable Originator's name on checks and other instruments representing Collections and enforcing such Receivables and any the related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoingContracts. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company)Buyer, subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO OutSource International, an Originator or an Affiliate of WMECOthereof, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller Receivable that is not a Receivable Transferred Asset other than to deliver to the Seller Originators the collections Collections and documents with respect to any such receivable or other indebtedness Receivable that is not a Transferred Asset as described in Sections 6.03 and 6.06(b). The Servicer hereunder acknowledges and agrees that the Servicer Fee paid under the Receivables Purchase Agreement shall constitute the consideration for its performance of services as Servicer hereunder.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Outsource International Inc)
Appointment and Designation of the Servicer. (a) The SellerBorrower, the Purchaser, the Owners Lender and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time time, pursuant to this Section 6.016.01 (the "Servicer"), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables by means of the collection procedures set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI; provided, that if the Backup Servicer has succeeded Maxtor as Servicer, then the Servicer shall collect such Pledged Receivables by means of the collection procedures that are in accordance with customary and usual procedures of institutions which service comparable receivables and, to the extent more exacting, the Related Security degree of skill and any contracts between attention that the Seller and an ObligorBackup Servicer exercises from time to time with respect to all comparable receivables that it services for itself or others and, to the extent more exacting, the requirements of this Article VI. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller of a designation of a new Servicer, WMECO Maxtor is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, hereof at all times until the earliest of (i) the Agent's designation of a new Servicer upon the occurrence of a any Servicer Default Default, or other Event (ii) the Collection Date. Upon the occurrence of Terminationany Servicer Default, the Agent may at any time designate as Servicer any Person to succeed WMECO Maxtor, as Servicer, or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and Maxtor, as Servicer, hereby grants to any successor Servicer may an irrevocable power of attorney and license to take any and all steps in the Seller's name of the Borrower or Maxtor, as Servicer, as applicable, and on behalf of the Seller Borrower or Maxtor, as Servicer, necessary or desirable, in the determination of such successor Servicer, to service, administer or collect any and all Pledged Receivables.
(b) The Servicer is hereby authorized to act for the Borrower, the Lender and the Agent and in such capacity shall manage, service, administer and make collections on the Pledged Receivables, and perform the other actions required by the Servicer under this Agreement for the benefit of the Agent and the Lender. The Servicer agrees that its servicing of the Pledged Receivables shall be carried out in accordance with customary and usual procedures of institutions which service comparable receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable receivables that it services for itself or others in accordance with (to the extent that the Backup Servicer has not been appointed as the Servicer) the Credit and Collection Policy and, to the extent more exacting, the requirements of this Article VI. The Servicer's duties shall include, without limitation, collection and posting of all payments on the Pledged Receivables, responding to inquiries of Obligors on the Pledged Receivables, investigating delinquencies, sending notices to Obligors of Delinquent Receivables and Defaulted Receivables demanding payment of amounts due with respect thereto, reporting any required tax information to Obligors, policing all Related Security, complying with the provisions of the Credit and Collection Policy (to the extent that the Backup Servicer has not been appointed as the Servicer) and the terms of the Collection Account Agreement, accounting for collections, furnishing monthly and annual statements to the Agent with respect to distributions and performing the other duties specified herein.
(c) To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. The Servicer is authorized to release Liens on any Pledged Receivables in order to collect insurance with respect thereto and to liquidate the Related Security in accordance with its customary standards, policies and procedures; provided, however, that notwithstanding the foregoing, the Servicer shall not, (i) except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Pledged Receivable or (ii) waive the right to collect the unpaid balance of any Pledged Receivable from such Obligor, except that, subject to Section 6.02(a), the Servicer may forego collection efforts if the amount which the Servicer, in its reasonable judgment, expects to collect all amounts due under realize in connection with such collection efforts is determined by the Servicer in its reasonable judgment to be less than the reasonably expected costs of pursuing such collection efforts, and if the Servicer would forego such collection efforts in accordance with its customary procedures. The Servicer is hereby authorized to commence, in its own name or in the name of the Borrower, the Agent or the Lender (provided that if the Servicer is acting in the name of the Borrower, the Agent or the Lender, the Servicer shall have obtained the Borrower's, the Agent's or the Lender's consent, as the case may be, which consent shall not be unreasonably withheld), a legal proceeding to enforce a Pledged Receivable or to commence or participate in any and all Receivables, other legal proceeding (including, without limitation, endorsing a bankruptcy proceeding) relating to or involving a Pledged Receivable, an Obligor or any Pledged Assets. If the SellerServicer commences or participates in such a legal proceeding in its own name, the Borrower, the Agent or the Lender, as the case may be, shall thereupon be deemed to have automatically assigned such Pledged Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Borrower, the Agent or the Lender, as the case may be, to execute and deliver in the Servicer's name on checks and any notices, demands, claims, complaints, responses, affidavits or other documents or instruments representing Collections and enforcing in connection with any such Receivables and any related contractsproceeding. The Seller willBorrower, upon the request of Agent or the AgentLender, execute such as the case may be, shall furnish the Servicer with any powers of attorney and other instruments as documents which the Servicer may be reasonably request in writing and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to facilitate enable the foregoing. Servicer to carry out its servicing and administrative duties under this Agreement.
(d) The Servicer may, with shall not resign from the prior consent of the Agent obligations and duties hereby imposed on it hereunder except upon determination that (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which can be taken to make the performance of its duties hereunder permissible under applicable law. Any such determination permitting the resignation of the Servicer pursuant to clause (ii) of the previous sentence hereof shall be evidenced by an Opinion of Counsel to such effect delivered to the Agent. Unless otherwise required by applicable law, no such resignation shall be effective until a successor Servicer designated by the Agent shall have assumed the responsibilities and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)hereunder.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Maxtor Corp)
Appointment and Designation of the Servicer. The Seller, the Purchaser, the Owners Originators and the Agent Buyer hereby appoint the Person (the "Servicer") designated by the Agent Buyer from time to time pursuant to this Section 6.01, as their the Buyer's agent to service, administer and collect the Receivables and otherwise to enforce their respective its rights and interests in in, to and under the Receivables, the Related Security and any contracts between the Seller and an ObligorContracts. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent Buyer gives notice to the Seller Originators of a designation of a new Servicer, WMECO OutSource International is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, upon the occurrence of a Servicer Default or other Event of Termination, Buyer may designate as Servicer any Person to succeed WMECO OutSource International or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Originators and the Servicer hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in such Originators' or the SellerServicer's name name, as applicable, and on behalf of the Seller Buyer, as may be necessary or desirable, in the determination of the successor Servicer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Sellerapplicable Originator's name on checks and other instruments representing Collections and enforcing such Receivables and any the related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoingContracts. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company)Buyer, subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b).obligations
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Outsource International Inc)
Appointment and Designation of the Servicer. (a) The SellerBorrower, the PurchaserLender, the Owners Facility Insurer, the Collateral Agent and the Agent hereby appoint the Person (the "Servicer") designated by the Agent Facility Insurer from time to time pursuant to this Section 6.016.01 (the "Servicer"), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables by means of the collection procedures set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI; provided, that if the Backup Servicer has succeeded Maxtor as Servicer, then the Servicer shall collect such Pledged Receivables by means of the collection procedures that are in accordance with customary and usual procedures of institutions which service comparable receivables and, to the extent more exacting, the Related Security degree of skill and any contracts between attention that the Seller and an ObligorBackup Servicer exercises from time to time with respect to all comparable receivables that it services for itself or others and, to the extent more exacting, the requirements of this Article VI. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller of a designation of a new Servicer, WMECO Maxtor is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, hereof at all times until the earliest of (i) the Facility Insurer's designation of a new Servicer upon the occurrence of a any Servicer Default Default, or other Event (ii) the Collection Date. Upon the occurrence of Terminationany Servicer Default, the Facility Insurer may at any time designate as Servicer any Person to succeed WMECO Maxtor, as Servicer, or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and Maxtor, as Servicer, hereby grants to any successor Servicer may an irrevocable power of attorney and license to take any and all steps in the Seller's name of the Borrower or Maxtor, as Servicer, as applicable, and on behalf of the Seller Borrower or Maxtor, as Servicer, necessary or desirable, in the determination of such successor Servicer, to service, administer or collect any and all Pledged Receivables.
(b) The Servicer is hereby authorized to act for the Borrower, the Lender, the Facility Insurer, the Agent and the Collateral Agent and in such capacity shall manage, service, administer and make collections on the Pledged Receivables, and perform the other actions required by the Servicer under this Agreement for the benefit of the Agent, the Collateral Agent, the Lender and the Facility Insurer. The Servicer agrees that its servicing of the Pledged Receivables shall be carried out in accordance with customary and usual procedures of institutions which service comparable receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable receivables that it services for itself or others in accordance with (to the extent that the Backup Servicer has not been appointed as the Servicer) the Credit and Collection Policy and, to the extent more exacting, the requirements of this Article VI. The Servicer's duties shall include, without limitation, collection and posting of all payments on the Pledged Receivables, responding to inquiries of Obligors on the Pledged Receivables, investigating delinquencies, sending notices to Obligors of Delinquent Receivables and Defaulted Receivables demanding payment of amounts due with respect thereto, reporting any required tax information to Obligors, policing all Related Security, complying with the provisions of the Credit and Collection Policy (to the extent that the Backup Servicer has not been appointed as the Servicer) and the terms of the Collection Account Agreement, accounting for collections, furnishing monthly and annual statements to the Agent, with a copy to the Facility Insurer, with respect to distributions and performing the other duties specified herein.
(c) To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. The Servicer is authorized to release Liens on any Pledged Receivables in order to collect insurance with respect thereto and to liquidate the Related Security in accordance with its customary standards, policies and procedures; provided, however, that notwithstanding the foregoing, the Servicer shall not, (i) except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Pledged Receivable or (ii) waive the right to collect the unpaid balance of any Pledged Receivable from such Obligor, except that, subject to Section 6.02(a), the Servicer may forego collection efforts if the amount which the Servicer, in its reasonable judgment, expects to collect all amounts due under realize in connection with such collection efforts is determined by the Servicer in its reasonable judgment to be less than the reasonably expected costs of pursuing such collection efforts, and if the Servicer would forego such collection efforts in accordance with its customary procedures. The Servicer is hereby authorized to commence, in its own name or in the name of the Borrower, the Agent, the Collateral Agent, the Lender or the Facility Insurer (provided that if the Servicer is acting in the name of the Borrower, the Agent, the Collateral Agent, the Lender or the Facility Insurer, the Servicer shall have obtained the Borrower's, the Agent's, the Collateral Agent's, the Lender's, and the Facility Insurer's consent, as the case may be, which consent shall not be unreasonably withheld), a legal proceeding to enforce a Pledged Receivable or to commence or participate in any and all Receivables, other legal proceeding (including, without limitation, endorsing a bankruptcy proceeding) relating to or involving a Pledged Receivable, an Obligor or any Pledged Assets. If the Seller's name on checks and other instruments representing Collections and enforcing Servicer commences or participates in such Receivables and any related contracts. The Seller willa legal proceeding in its own name, upon the request of Borrower, the Agent, the Collateral Agent, the Lender or the Facility Insurer, as the case may be, shall thereupon be deemed to have automatically assigned such Pledged Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Borrower, the Agent, the Collateral Agent, the Lender or the Facility Insurer, as the case may be, 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 proceeding. The Borrower, the Agent, the Collateral Agent, the Lender or the Facility Insurer, as the case may be, shall furnish the Servicer with any powers of attorney and other instruments as documents which the Servicer may be reasonably request in writing and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to facilitate enable the foregoing. Servicer to carry out its servicing and administrative duties under this Agreement.
(d) The Servicer may, with shall not resign from the prior consent of the Agent obligations and duties hereby imposed on it hereunder except upon determination that (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which can be taken to make the performance of its duties hereunder permissible under applicable law. Any such determination permitting the resignation of the Servicer pursuant to clause (ii) of the previous sentence hereof shall be evidenced by an Opinion of Counsel to such effect delivered to the Agent and the Facility Insurer. Unless otherwise required by applicable law, no such resignation shall be effective until a successor Servicer designated by the Facility Insurer shall have assumed the responsibilities and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)hereunder.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Maxtor Corp)
Appointment and Designation of the Servicer. (a) The SellerBorrower, the Purchaser, the Owners Lender and the Agent Administrator hereby appoint the Person (the "Servicer") designated by the Agent from time to time pursuant to this Section 6.01, Servicer as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets, and the Servicer hereby accepts such appointment and agrees to perform the duties and obligations of the Servicer pursuant to the terms hereof at all times until the earlier of the Administrator’s designation of a new Servicer as provided herein, the Related Security delivery by the Administrator of its consent to the appointment by the Borrower of a Successor Servicer or the Final Payment Date. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Servicing Policies and any contracts between Procedures, to the Seller and an Obligorextent consistent with the provisions of this Article VI. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Final Payment Date. Until the Agent gives notice to the Seller of a designation of a new Servicer, WMECO is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, upon Upon the occurrence and during the continuance of a any Servicer Default or other any Event of TerminationDefault, the Administrator may at any time (with the approval of the Lender) terminate Freedom Financial or any Successor Servicer as Servicer and designate as Servicer any Person to succeed WMECO Freedom Financial or any successor Successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof.
(b) The Servicer is hereby authorized to act for the Borrower and the Administrator and in such capacity shall manage, service, administer and make collections on the Pledged Receivables, and perform the other actions required by the Servicer under this Agreement for the benefit of the Administrator and the Lender. The Seller Servicer agrees that its servicing of the Pledged Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts with credit characteristics similar to those of the Pledged Receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others in accordance with the Servicing Policies and Procedures and, to the extent more exacting, the requirements of this Article VI (the “Servicing Standard”). The Servicer’s duties shall include, without limitation, (i) collection and posting of all payments, (ii) responding to inquiries of Obligors on the Pledged Receivables, (iii) investigating delinquencies on the Pledged Receivables, (iv) sending payment statements or payment books to Obligors, (v) reporting any required tax information to Obligors, (vi) policing the collateral, (vii) accounting for collections, (viii) furnishing Notices of Borrowing, Borrowing Base Certificates and Monthly Remittance Report and Compliance Certificates to the Administrator, (ix) monitoring the status of Insurance Policies with respect to the Financed Vehicles, and (x) performing the other duties specified herein, all of which shall be performed in accordance with the Servicing Standard. The Servicer may take shall also administer and enforce the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies in accordance with the Servicing Standard.
(c) To the extent consistent with the Servicing Standard, the Servicer shall have full power and authority, acting alone, to do any and all steps things in the Seller's name connection with such managing, servicing, administration and on behalf of the Seller collection that it may deem necessary or desirable. The Servicer is authorized to release Liens on Financed Vehicles in order to collect insurance proceeds with respect thereto and to liquidate such Financed Vehicles in accordance with the Servicing Standard; provided, however, that notwithstanding the foregoing, without the prior written consent of the Administrator, the Servicer shall not, (i) except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Pledged Receivable or (ii) waive the right to collect the unpaid balance of any Pledged Receivable from such Obligor, except that, subject to Section 6.02(a), the Servicer may forego collection efforts if the amount that the Servicer expects to realize in connection with such collection efforts is determined by the Servicer to be less than the reasonably expected costs of pursuing such collection efforts, and if the Servicer would forego such collection efforts in accordance with the Servicing Standard. The Servicer is hereby authorized to commence, in its own name or in the determination name of the ServicerBorrower, the Administrator or the Lender (provided that if the Servicer is acting in the name of the Borrower, the Administrator or the Lender, the Servicer shall have obtained the Borrower’s, the Administrator’s or the Lender’s consent, as the case may be), a legal proceeding to collect all amounts due under enforce a Pledged Receivable or to commence or participate in any and all Receivables, other legal proceeding (including, without limitation, endorsing a bankruptcy proceeding) relating to or involving a Pledged Receivable, an Obligor or a Financed Vehicle. If the Seller's Servicer commences or participates in such a legal proceeding in its own name, the Borrower, the Administrator or the Lender, as the case may be, shall thereupon be deemed to have automatically assigned such Pledged Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Borrower, the Administrator or the Lender, as the case may be, to execute and deliver in the Servicer’s name on checks and any notices, demands, claims, complaints, responses, affidavits or other documents or instruments representing Collections and enforcing in connection with any such Receivables and any related contractsproceeding. The Seller willBorrower, upon the request of Administrator or the AgentLender, execute such as the case may be, shall furnish the Servicer with any powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (documents which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties may reasonably request in writing and obligations of which the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO deems necessary or an Affiliate of WMECO, shall have no obligation to collect, enforce or appropriate and take any other action described in steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)Agreement.
Appears in 1 contract
Samples: Revolving Loan and Security Agreement (Freedom Financial Group Inc)
Appointment and Designation of the Servicer. The Seller, the Purchaser, the Owners Purchaser and the Deal Agent hereby appoint the Person (the "Servicer") designated by the Deal Agent from time to time with the approval of the Purchaser pursuant to this Section 6.01, as their agent to service, administer and collect the Receivables and otherwise to enforce their respective rights and interests in in, to and under the Receivables, the Related Security and any contracts between the Seller and an ObligorContracts. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Deal Agent gives notice to the Seller of a designation of a new Servicer after the occurrence of a Servicer Termination Event, or consents to the appointment by the Seller of a new "Servicer" under and pursuant to the Originator Sale Agreement, WMECO OutSource International is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Deal Agent may, upon may (with the approval of the Purchaser and only after the occurrence of a Servicer Default or other Event of Termination, Termination Event) designate as Servicer any Person to succeed WMECO OutSource International or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Each of the Seller agrees that and the Servicer hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name or the Servicer's name, as applicable, and on behalf of the Seller or the Purchaser, as may be necessary or desirable, in the determination of the successor Servicer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any the related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoingContracts. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company)Deal Agent, subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO the Seller or an Affiliate of WMECOthereof, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller Receivable that is not a Purchased Receivable other than to deliver to the Seller the collections Collections and documents with respect to any such receivable or other indebtedness Receivable that is not a Purchased Receivable as described in Sections 6.03 and 6.06(b).
Appears in 1 contract
Samples: Receivables Purchase Agreement (Outsource International Inc)
Appointment and Designation of the Servicer. (a) The SellerBorrower, the Purchaser, the Owners Lender and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time (with the approval of the Lender), pursuant to this Section 6.016.01 (the "Servicer"), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO FCC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Agent's designation of a new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Agent of its written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Agent may at any time (with the approval of the Lender) designate as Servicer any Person to succeed WMECO FCC or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and FCC hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the SellerBorrower's, FCC's name or the Servicer's name, as applicable, and on behalf of the Seller Borrower or FCC, necessary or desirable, in the determination of such successor Servicer, to service, administer or collect any and all Pledged Receivables.
(b) The Servicer is hereby authorized to act for the Borrower and the Agent and, in such capacity, shall manage, service, administer and make collections on the Pledged Receivables and perform the other actions required by the Servicer under this Agreement for the benefit of the Agent and the Lender. The Servicer agrees that its servicing of the Pledged Receivables shall be carried out in accordance with customary and usual procedures of institutions which service home improvement contracts and receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time, with respect to all comparable home improvement contracts and receivables that it services for itself or others (or that it formerly serviced for itself or others) in accordance with the Credit and Collection Policy (or if the Back-Up Servicer has been appointed as Servicer, the Back-Up Servicer's customary collection policies) and, to the extent more exacting, the requirements of this Article VI. The Servicer's duties shall include, without limitation, collecting and posting of all Collections, responding to inquiries of Obligors on the Pledged Receivables, investigating delinquencies, sending invoices, payment statements or payment books to Obligors, reporting any required tax information to Obligors, policing the Underlying Collateral, enforcing the terms of the Contracts (and any documents related thereto) related to any Pledged Receivables, complying with the terms of the Lockbox Agreement, accounting for Collections, furnishing monthly and annual statements to the Agent with respect to distributions and performing the other duties specified herein.
(c) To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. The Servicer is authorized to release liens on Underlying Collateral in order to collect insurance proceeds with respect thereto and to liquidate such Underlying Collateral in accordance with its customary standards, policies and procedures; provided, however, that, notwithstanding the foregoing, the Servicer shall not, (i) except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Pledged Receivable or (ii) waive the right to collect the unpaid balance of any Pledged Receivable from such Obligor, except that, subject to Section 6.02(a), the Servicer may forego collection efforts if the amount which the Servicer, in its reasonable judgment, expects to collect all amounts due under realize in connection with such collection efforts is determined by the Servicer, in its reasonable judgment, to be less than the reasonably expected costs of pursuing such collection efforts and if the Servicer would forego such collection efforts in accordance with its customary procedures. The Servicer is hereby authorized to commence, in its own name (in its capacity as Servicer), if possible, or in the name of the Borrower, the Agent or the Lender (provided that if the Servicer is acting in the name of the Borrower, the Agent or the Lender, the Servicer shall have obtained the Borrower's, the Agent's or the Lender's consent, as the case may be, which consent shall not be unreasonably withheld), a legal proceeding to enforce any and all Receivables, Pledged Receivable (or any terms or provisions of the related Contract) or to commence or participate in any other legal proceeding (including, without limitation, endorsing a bankruptcy proceeding) relating to or involving a Pledged Receivable or any related Contract, Obligor or Underlying Collateral. If the SellerServicer commences or participates in such a legal proceeding in its own name, the Borrower, the Agent or the Lender, as the case may be, shall thereupon be deemed to have automatically assigned such Pledged Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Borrower, the Agent or the Lender, as the case may be, to execute and deliver in the Servicer's name on checks and any notices, demands, claims, complaints, responses, affidavits or other documents or instruments representing Collections and enforcing in connection with any such Receivables and any related contractsproceeding. The Seller willBorrower, upon the request of Agent or the AgentLender, execute such as the case may be, shall furnish the Servicer with any powers of attorney and other instruments as documents which the Servicer may be reasonably request in writing and which the Servicer deems necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with or appropriate and take any other Person for servicingsteps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. If, administering however, in any suit or collecting the Receivables, provided legal proceeding it is held that the Servicer may not prosecute such suit or legal proceeding on the grounds that it is not an actual party in interest or a holder entitled to enforce such suit or legal proceeding, the Borrower shall remain liable for the performance of the duties and obligations of take such steps as the Servicer pursuant deems necessary to the terms hereof. Notwithstanding anything to the contrary contained prosecute such suit or legal proceeding, including bringing suit in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)its name.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Us Home Systems Inc /Tx)
Appointment and Designation of the Servicer. (a) The SellerBorrower, the Purchaser, the Owners Lender and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time (with the approval of the Lender), pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller Borrower of a designation of a new Servicer or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial Corporation is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereofhereof at all times until the earlier of the Agent’s designation of a new Servicer, the delivery by the Agent of its written consent to the appointment by the Borrower of a new Servicer or the Collection Date. The Agent may, upon the occurrence of a Servicer Default or other Event of Termination, may at any time designate as Servicer any Person to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of such successor Servicer, to service, administer or collect any and all Pledged Receivables and other Pledged Assets.
(b) The Servicer is hereby authorized to act for the Borrower, the Seller and the Agent and, in such capacity, shall manage, service, administer and make collections on the Pledged Receivables and other Pledged Assets and perform the other actions required by the Servicer under this Agreement for the benefit of the Borrower, the Agent and the Lender, as applicable. The Servicer agrees that its servicing of the Pledged Receivables shall be carried out in accordance with customary and usual procedures of institutions which service equipment lease contracts and receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time, with respect to all comparable equipment lease contracts and receivables that it services for itself or others in accordance with the Credit and Collection Policy and, to the extent more exacting, the requirements of this Article VI. The Servicer’s duties shall include, without limitation, collecting and posting of all Collections, responding to inquiries of Obligors on the Pledged Receivables, investigating delinquencies, sending invoices, payment statements or payment books to Obligors, reporting any required tax information to Obligors, policing the collateral, enforcing the terms of the Contracts (and any documents related thereto) related to any Pledged Receivables and Pledged Assets, complying with the terms of the Master DDA Intercreditor Agreement applicable to the Receivables or this Transaction, accounting for Collections, furnishing monthly and annual statements to the Agent with respect to distributions, performing such other related duties as reasonably requested by the Borrower, the Agent or the Lender and performing the other duties specified herein.
(c) To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. The Servicer is authorized to release liens on Equipment in order to collect Insurance Proceeds with respect thereto and to liquidate such Equipment or otherwise realize upon any Related Security in accordance with its Credit and Collection Policy, policies and procedures; provided, however, that, notwithstanding the foregoing, the Servicer shall not (i) except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Pledged Receivable or (ii) waive the right to collect the unpaid balance of any Pledged Receivable from such Obligor, except that, subject to Section 6.02(a), the Servicer may forego collection efforts if the amount which the Servicer, in its reasonable judgment, expects to collect all amounts due under realize in connection with such collection efforts is determined by the Servicer, in its reasonable judgment, to be less than the reasonably expected costs of pursuing such collection efforts and if the Servicer would forego such collection efforts in accordance with its customary procedures. The Servicer is hereby authorized to commence, in its own name (in its capacity as Servicer) to the extent possible, or in the name of the Borrower, the Agent or the Lender (provided that if the Servicer is acting in the name of the Borrower, the Agent or the Lender, the Servicer shall have obtained the Borrower’s, the Agent’s or the Lender’s consent, as the case may be, which consent shall not be unreasonably withheld), a legal proceeding to enforce any and all Receivables, Pledged Receivable (or any terms or provisions of the related Contract) or to commence or participate in any other legal proceeding (including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and a bankruptcy proceeding) relating to or involving a Pledged Receivable or any related contractsContract, Obligor, Equipment, Related Security or Pledged Assets. If the Servicer commences or participates in such a legal proceeding in its own name, the Borrower, the Agent or the Lender, as the case may be, shall thereupon be deemed to have automatically assigned such Pledged Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Borrower, the Agent or the Lender, as the case may be, 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 proceeding. The Seller willBorrower, upon the request of Agent or the AgentLender, execute such as the case may be, shall furnish the Servicer with any powers of attorney and other instruments documents which such Person may reasonably request in writing and which such Person deems necessary or appropriate and take any other steps which such Person may deem necessary or appropriate to enable such Person to carry out its servicing and administrative duties under this Agreement. If, however, in any suit or legal proceeding it is held that such Person may not prosecute such suit or legal proceeding on the grounds that it is not an actual party in interest or a holder entitled to enforce such suit or legal proceeding, the Borrower shall take such steps as may be such Person deems necessary to facilitate the foregoing. prosecute such suit or legal proceeding, including bringing suit in its name.
(d) The Servicer maywill defend the Pledged Assets against, with and will take such other action as is necessary to remove, any Lien, security interest or claim on or to the Pledged Assets, other than the security interests created under this Agreement and the rights of Obligors under the related Contracts, and the Servicer will defend the right, title and interest of the Agent, for the benefit of the Lender and each Qualifying Hedge Counterparty, in and to any of the Pledged Assets against the claims and demands of all Persons whomsoever.
(e) Notwithstanding the foregoing provisions or any other provision herein, after the occurrence and during the continuation of an Event of Default or Servicer Default, the Servicer (i) shall not amend, waive or otherwise modify any Pledged Receivable or Contract in any manner without the prior written consent of the Agent, (ii) shall take (or refrain from taking, as applicable) such actions regarding the enforcement of the Pledged Receivables and Contracts and other contracts with the Obligors as directed by the Agent and (which consent is hereby given with respect to Northeast Utilities Service Company)iii) shall (or shall refrain from, subcontract with any as applicable) contact the Obligors of the Pledged Receivables as directed by the Agent.
(f) While in possession of the Contracts, Receivable Files and other Person for servicingPledged Assets, administering or collecting the Receivables, provided that the Servicer shall remain liable for agrees that it does not and will not have or assert any beneficial ownership interest in any Contracts, the performance of the duties and obligations of the Servicer pursuant Receivable Files, Records or other documents related to the terms hereof. Notwithstanding anything to the contrary contained in this AgreementContracts, the Servicerrelated Equipment, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable Related Security or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)Pledged Assets.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (LEAF Equipment Leasing Income Fund III, L.P.)
Appointment and Designation of the Servicer. The Seller, the Purchaser, the Owners Purchaser and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time (with the approval of the Purchaser) pursuant to this Section 6.01, as their agent to service, administer and collect the Receivables and otherwise to enforce their respective rights and interests in and under the Receivables, the Related Security and any contracts between the Seller and an ObligorContracts. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller of a designation of a new Servicer, WMECO or consents to the appointment by the Seller of a new "Servicer" under and pursuant to the Originator Sale Agreement, the Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, upon Upon and after the occurrence of a any Servicer Default or other Event Default, the Agent may at any time (with the approval of Termination, the Purchaser) designate as Servicer any Person to succeed WMECO the Originator or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Each of the Seller agrees that and the Originator hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name or the Servicer's name, as applicable, and on behalf of the Seller necessary or desirable, in the determination of the successor Servicer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any the related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoingContracts. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company)Agent, subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Subject to the provison of the preceding sentence, the Agent consents to the Servicer subcontracting for such services with The Processing Center; provided, that, such consent shall be automatically revoked if The Processing Center ceases to be an Affiliate of the Originator. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO the Seller or an Affiliate of WMECOthe originator, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller Receivable that is not a Purchased Receivable other than to deliver to the Seller the collections Collections and documents with respect to any such receivable or other indebtedness Receivable that is not a Purchased Receivable as described in Sections 6.03 and 6.06(b).
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Equivest Finance Inc)
Appointment and Designation of the Servicer. (a) The Seller, the Purchaser, the Owners Borrower and the Agent Lenders hereby appoint the Person (the "Servicer") designated by the Agent Controlling Holders from time to time time, pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives Controlling Holders give notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Controlling Holders’ designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Controlling Holders of their written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Controlling Holders may at any time designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to (i) the terms hereof. The Seller agrees hereof or (ii) such other terms as are agreed to in writing by such successor Servicer and the Controlling Holders, and which (x) require such successor Servicer to service the Pledged Receivables in a commercially reasonable manner that is (A) consistent with the servicing of similar equipment leases and loans by such successor Servicer and (B) no less stringent than the servicing standard required by the Credit and Collection Policy and (y) does not provide for payment of servicing or other fees which in the aggregate exceed the Servicing Fee as in effect on the date hereof without the prior written consent of the Lenders (such other terms described in this clause (ii) being set forth in a separate servicing agreement, such agreement, a “Successor Servicing Agreement”).
(b) Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Pledged Receivables. In accordance therewith, each of the Borrower and LEAF Financial shall deliver an executed power of attorney in the form of Exhibit J hereto to each of the Backup Servicer and the Collateral Agent.
(c) The Servicer is hereby authorized to act for the Borrower and the Lenders and, in such capacity, shall manage, service, administer and arrange collections on the Pledged Receivables and perform the other actions required by the Servicer under this Agreement (including, without limitation, endorsing the Seller's name covenant set forth in Section 5.01(y) hereof) for the benefit of the Lenders. The Servicer agrees that its servicing of the Pledged Receivables shall be carried out in accordance with customary and usual procedures of institutions which service equipment lease and loan contracts and receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time, with respect to all comparable equipment lease and loan contracts and receivables that it services for itself or others in accordance with the Credit and Collection Policy (or if the Backup Servicer or any other successor Servicer has been appointed as Servicer, the Backup Servicer’s or such other successor Servicer’s customary collection policies) and, to the extent more exacting, the requirements of this Article VI. The Servicer’s duties shall include, without limitation, collecting and posting of all Collections with respect to any Pledged Receivable, responding to inquiries of Obligors on checks and other instruments representing Collections and the Pledged Receivables, investigating delinquencies, sending invoices, payment statements or payment books to Obligors, reporting any required tax information to Obligors, policing the collateral, enforcing such Receivables the terms of the Contracts (and any documents related contractsthereto) related to any Pledged Receivables, complying with the terms of the Lockbox Agreement, accounting for Collections with respect to any Pledged Receivable, furnishing monthly and annual statements to the Lenders with respect to distributions and performing the other duties specified herein.
(d) Following the occurrence of a Servicer Default which is then continuing, the Collateral Agent, at the direction of the Controlling Holders acting in their sole discretion, may direct the Obligors to make all payments under the Pledged Receivables directly to the Backup Servicer, a successor Servicer, the Collateral Agent or any lockbox or account established by any of such parties. Any Collections received in any lockbox or account established pursuant to this clause (d) (or received directly by any Lender or the Collateral Agent) shall be applied to the Obligations in accordance with the priority of payments set forth in Section 2.04.
(e) To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. The Seller willServicer is authorized to release liens on Obligor Collateral in order to collect Insurance Proceeds with respect thereto and to liquidate such Obligor Collateral in accordance with its customary standards, upon policies and procedures; provided, however, that, notwithstanding the request foregoing, the Servicer shall not, (i) except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Pledged Receivable or (ii) waive the right to collect the unpaid balance of any Pledged Receivable from such Obligor, except that, subject to Section 6.02(a), the Servicer may forego collection efforts if the amount which the Servicer, in its reasonable judgment, expects to realize in connection with such collection efforts is determined by the Servicer, in its reasonable judgment, to be less than the reasonably expected costs of pursuing such collection efforts and if the Servicer would forego such collection efforts in accordance with its customary procedures. The Servicer is hereby authorized to commence, in its own name (in its capacity as Servicer), if possible, or in the name of the AgentBorrower or the Lenders (provided that if the Servicer is acting in the name of the Borrower or the Lenders, the Servicer shall have obtained the Borrower’s or the Lenders’ consent, as the case may be, which consent shall not be unreasonably withheld), a legal proceeding to enforce any Pledged Receivable (or any terms or provisions of the related Contract) or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Pledged Receivable or any related Contract, Obligor or Obligor Collateral. If the Servicer commences or participates in such a legal proceeding in its own name, the Borrower or the Lenders, as the case may be, shall thereupon be deemed to have automatically assigned such Pledged Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Borrower or the Lenders, as the case may be, 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 proceeding. The Borrower or the Lenders, as the case may be, shall furnish the Servicer with any powers of attorney and other instruments as documents which the Servicer may be reasonably request in writing and which the Servicer deems necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with or appropriate and take any other Person for servicingsteps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. If, administering however, in any suit or collecting the Receivables, provided legal proceeding it is held that the Servicer may not prosecute such suit or legal proceeding on the grounds that it is not an actual party in interest or a holder entitled to enforce such suit or legal proceeding, the Borrower shall remain liable for the performance of the duties and obligations of take such steps as the Servicer pursuant deems necessary to the terms hereof. Notwithstanding anything to the contrary contained prosecute such suit or legal proceeding, including bringing suit in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)its name.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (LEAF Equipment Finance Fund 4, L.P.)
Appointment and Designation of the Servicer. The SellerBorrower, the Purchaser, the Owners Lender and the Agent hereby appoint the Person (the "Servicer") designated by the Agent from time to time (with the approval of the Lender) pursuant to this Section 6.01, as their agent to service, administer and collect the Receivables and otherwise to enforce their respective rights and interests in and under the Receivables, the Related Security and any contracts between the Seller and an ObligorContracts. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives notice to the Seller Borrower of a designation of a new Servicer, WMECO or consents to the appointment by the Borrower of a new "Servicer" under and pursuant to the Originator Sale Agreement, the Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Agent may, upon Upon and after the occurrence of a any Servicer Default or other Event Default, the Agent may at any time (with the approval of Terminationthe Lender), designate as Servicer any Person to succeed WMECO the Originator or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and the Originator hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the SellerBorrower's name or the Servicer's name, as applicable, and on behalf of the Seller Borrower necessary or desirable, in the determination of the successor Servicer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the SellerBorrower's name on checks and other instruments representing Collections and enforcing such Receivables and any the related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoingContracts. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company)Agent, subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Subject to the proviso of the preceding sentence, the Agent consents to the Servicer subcontracting for such services with The Processing Center; provided, that such consent shall be automatically revoked if The Processing Center ceases to be an Affiliate of the Originator. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO the Borrower or an Affiliate of WMECOthe Originator, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller Receivable that is not a Pledged Receivable other than to deliver to the Seller Borrower the collections Collections and documents with respect to any such receivable or other indebtedness Receivable that is not a Pledged Receivable as described in Sections 6.03 and 6.06(b).
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Equivest Finance Inc)
Appointment and Designation of the Servicer. (a) The Seller, the Purchaser, the Owners Borrower and the Agent Lenders hereby appoint the Person (the "Servicer") designated by the Agent Controlling Holders from time to time time, pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent gives Controlling Holders give notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Controlling Holders’ designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Controlling Holders of their written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Controlling Holders may at any time designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to (i) the terms hereofhereof or (ii) such other terms as are agreed to in writing by such successor Servicer and the Controlling Holders, and which (x) require such successor Servicer to service the Pledged Receivables in a commercially reasonable manner that is (A) consistent with the servicing of similar equipment leases and loans by such successor Servicer and (B) no less stringent than the servicing standard required by the Credit and Collection Policy and (y) does not provide for payment of servicing or other fees which in the aggregate exceed the Servicing Fee as in effect on the date hereof without the prior written consent of the Lenders (such other terms described in this clause (ii) being set forth in a separate servicing agreement, such agreement, a “Successor Servicing Agreement”). The Seller agrees that Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Pledged Receivables. In accordance therewith, each of the Borrower and LEAF Financial shall deliver an executed power of attorney in the form of Exhibit J hereto to each of the Backup Servicer and the Collateral Agent.
(b) The Servicer is hereby authorized to act for the Borrower and the Lenders and, in such capacity, shall manage, service, administer and arrange collections on the Pledged Receivables and perform the other actions required by the Servicer under this Agreement (including, without limitation, endorsing the Seller's name covenant set forth in Section 5.01(y) hereof) for the benefit of the Lenders. The Servicer agrees that its servicing of the Pledged Receivables shall be carried out in accordance with customary and usual procedures of institutions which service equipment lease and loan contracts and receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time, with respect to all comparable equipment lease and loan contracts and receivables that it services for itself or others in accordance with the Credit and Collection Policy (or if the Backup Servicer or any other successor Servicer has been appointed as Servicer, the Backup Servicer’s or such other successor Servicer’s customary collection policies) and, to the extent more exacting, the requirements of this Article VI. The Servicer’s duties shall include, without limitation, collecting and posting of all Collections with respect to any Pledged Receivable, responding to inquiries of Obligors on checks and other instruments representing Collections and the Pledged Receivables, investigating delinquencies, sending invoices, payment statements or payment books to Obligors, reporting any required tax information to Obligors, policing the collateral, enforcing such Receivables the terms of the Contracts (and any documents related contractsthereto) related to any Pledged Receivables, complying with the terms of the Lockbox Agreement, accounting for Collections with respect to any Pledged Receivable, furnishing monthly and annual statements to the Lenders with respect to distributions and performing the other duties specified herein.
(c) Following the occurrence of a Servicer Default which is then continuing, the Collateral Agent, at the direction of the Controlling Holders acting in their sole discretion, may direct the Obligors to make all payments under the Pledged Receivables directly to the Backup Servicer, a successor Servicer, the Collateral Agent or any lockbox or account established by any of such parties. Any Collections received in any lockbox or account established pursuant to this clause (c) (or received directly by any Lender or the Collateral Agent) shall be applied to the Obligations in accordance with the priority of payments set forth in Section 2.04.
(d) To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. The Seller willServicer is authorized to release liens on Obligor Collateral in order to collect Insurance Proceeds with respect thereto and to liquidate such Obligor Collateral in accordance with its customary standards, upon policies and procedures; provided, however, that, notwithstanding the request foregoing, the Servicer shall not, (i) except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Pledged Receivable or (ii) waive the right to collect the unpaid balance of any Pledged Receivable from such Obligor, except that, subject to Section 6.02(a), the Servicer may forego collection efforts if the amount which the Servicer, in its reasonable judgment, expects to realize in connection with such collection efforts is determined by the Servicer, in its reasonable judgment, to be less than the reasonably expected costs of pursuing such collection efforts and if the Servicer would forego such collection efforts in accordance with its customary procedures. The Servicer is hereby authorized to commence, in its own name (in its capacity as Servicer), if possible, or in the name of the AgentBorrower or the Lenders (provided that if the Servicer is acting in the name of the Borrower or the Lenders, the Servicer shall have obtained the Borrower’s or the Lenders’ consent, as the case may be, which consent shall not be unreasonably withheld), a legal proceeding to enforce any Pledged Receivable (or any terms or provisions of the related Contract) or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Pledged Receivable or any related Contract, Obligor or Obligor Collateral. If the Servicer commences or participates in such a legal proceeding in its own name, the Borrower or the Lenders, as the case may be, shall thereupon be deemed to have automatically assigned such Pledged Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Borrower or the Lenders, as the case may be, 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 proceeding. The Borrower or the Lenders, as the case may be, shall furnish the Servicer with any powers of attorney and other instruments as documents which the Servicer may be reasonably request in writing and which the Servicer deems necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with or appropriate and take any other Person for servicingsteps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. If, administering however, in any suit or collecting the Receivables, provided legal proceeding it is held that the Servicer may not prosecute such suit or legal proceeding on the grounds that it is not an actual party in interest or a holder entitled to enforce such suit or legal proceeding, the Borrower shall remain liable for the performance of the duties and obligations of take such steps as the Servicer pursuant deems necessary to the terms hereof. Notwithstanding anything to the contrary contained prosecute such suit or legal proceeding, including bringing suit in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)its name.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (LEAF Equipment Leasing Income Fund III, L.P.)
Appointment and Designation of the Servicer. (a) The Seller, the Purchaser, the Owners Borrower and the Agent Lender hereby appoint the Person (the "Servicer") designated by the Agent Lender from time to time time, pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent Lender gives notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Lender’s designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Lender of its written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Lender may at any time designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Receivables, Pledged Receivables including, without limitation, endorsing to make withdrawals from the Seller's name Security Deposit Account pursuant to Section 2.05 and any Cash Reserve Account pursuant to Section 2.06. In accordance therewith, each of the Borrower and LEAF Financial shall deliver an executed power of attorney in the form of Exhibit H hereto to each of the Backup Servicer and the Collateral Agent.
(b) The Servicer is hereby authorized to act for the Borrower and the Lender and, in such capacity, shall manage, service, administer and arrange collections on checks and other instruments representing Collections and enforcing such the Pledged Receivables and perform the other actions required by the Servicer under this Agreement for the benefit of the Lender. The Servicer agrees that its servicing of the Pledged Receivables shall be carried out in accordance with customary and usual procedures of institutions which service equipment lease and loan contracts and receivables and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time, with respect to all comparable equipment lease and loan contracts and receivables that it services for itself or others in accordance with the Credit and Collection Policy (or if the Backup Servicer has been appointed as Servicer, the Backup Servicer’s customary collection policies) and, to the extent more exacting, the requirements of this Article VI. The Servicer’s duties shall include, without limitation, collecting and posting of all Collections with respect to any Pledged Receivable, responding to inquiries of Obligors on the Pledged Receivables, investigating delinquencies, sending invoices, payment statements or payment books to Obligors, reporting any required tax information to Obligors, policing the collateral, enforcing the terms of the Contracts (and any documents related thereto) related to any Pledged Receivables, complying with the terms of the LockboxAccount Agreement, accounting for Collections with respect to any Pledged Receivable, furnishing monthly and annual statements to the Lender with respect to distributions and performing the other duties specified herein.
(c) The Servicer will require each Underlying Originator to (i) service all Underlying Contracts in a manner consistent with the applicable Underlying Originator Credit and Collection Policy (which the Servicer has reviewed and approved in accordance with the Credit and Collection Policy) and (ii) provide to the Servicer a monthly data feed, which shall be in form and content satisfactory to the Servicer. The Servicer shall, or shall cause a third party servicer appointed by the Servicer and approved by the Lender (such approval not to be unreasonably withheld) to, provide servicing similar to the servicing that the Servicer is obligated to provide hereunder with respect to any Underlying Contracts to the extent that the related Underlying Originator fails to service such Underlying Contracts in a manner consistent with the applicable Underlying Originator Credit and Collection Policy.
(d) To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. The Servicer is authorized to release liens on Obligor Collateral in order to collect insurance proceeds with respect thereto and to liquidate such Obligor Collateral in accordance with its customary standards, policies and procedures; provided, however, that, notwithstanding the foregoing, the Servicer shall not, (i) except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Pledged Receivable or (ii) waive the right to collect the unpaid balance of any Pledged Receivable from such Obligor, except that, subject to Section 6.02(a), the Servicer may forego collection efforts if the amount which the Servicer, in its reasonable judgment, expects to realize in connection with such collection efforts is determined by the Servicer, in its reasonable judgment, to be less than the reasonably expected costs of pursuing such collection efforts and if the Servicer would forego such collection efforts in accordance with its customary procedures. The Servicer is hereby authorized to commence, in its own name (in its capacity as Servicer), if possible, or in the name of the Borrower or the Lender (provided that if the Servicer is acting in the name of the Borrower or the Lender, the Servicer shall have obtained the Borrower’s or the Lender’s consent, as the case may be, which consent shall not be unreasonably withheld), a legal proceeding to enforce any Pledged Receivable (or any terms or provisions of the related Contract) or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Pledged Receivable or any related contractsContract, Obligor or Obligor Collateral. If the Servicer commences or participates in such a legal proceeding in its own name, the Borrower or the Lender, as the case may be, shall thereupon be deemed to have automatically assigned such Pledged Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Borrower or the Lender, as the case may be, 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 proceeding. The Seller willBorrower or the Lender, upon as the request of case may be, shall furnish the Agent, execute such Servicer with any powers of attorney and other instruments as documents which the Servicer may be reasonably request in writing and which the Servicer deems necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with or appropriate and take any other Person for servicingsteps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. If, administering however, in any suit or collecting the Receivables, provided legal proceeding it is held that the Servicer may not prosecute such suit or legal proceeding on the grounds that it is not an actual party in interest or a holder entitled to enforce such suit or legal proceeding, the Borrower shall remain liable for the performance of the duties and obligations of take such steps as the Servicer pursuant deems necessary to the terms hereof. Notwithstanding anything to the contrary contained prosecute such suit or legal proceeding, including bringing suit in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)its name.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (LEAF Equipment Finance Fund 4, L.P.)
Appointment and Designation of the Servicer. The Seller, the Purchaser, the Owners Borrower and the Agent Lender hereby appoint the Person (the "Servicer") designated by the Agent Lender from time to time time, pursuant to this Section 6.016.01 (the “Servicer”), as their agent to service, administer and collect the Pledged Receivables and otherwise to enforce their respective rights and interests in and under the ReceivablesPledged Receivables and the other Pledged Assets. The Servicer shall collect such Pledged Receivables under the conditions referred to above by means of the collection procedures as set forth in the Credit and Collection Policy, to the extent consistent with the provisions of this Article VI. Unless otherwise specified by the Borrower, the Related Security and any contracts between the Seller and an Obligor. The Servicer's ’s authorization under this Agreement shall terminate on the Collection Date. Until the Agent Lender gives notice to the Seller Borrower of a designation of a new Servicer upon the occurrence and during the continuance of any Servicer Default, or consents in writing to the appointment by the Borrower of a new Servicer, WMECO LEAF Financial is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer Servicer, pursuant to the terms hereof. The Agent may, hereof at all times until the earlier of the Lender’s designation of the Backup Servicer or any other Person as the new Servicer (upon the occurrence and during the continuance of any Servicer Default), the delivery by the Lender of its written consent to the appointment by the Borrower of a new Servicer Default or other Event the Collection Date. Upon the occurrence and during the continuance of Terminationany Servicer Default, the Lender may at any time designate as Servicer the Backup Servicer, or any other Person with demonstrated experience in servicing equipment leases and loans, to succeed WMECO LEAF Financial or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Seller agrees that Each of the Borrower and LEAF Financial hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name Borrower’s, LEAF Financial’s or the Servicer’s name, as applicable, and on behalf of the Seller Borrower or LEAF Financial, necessary or desirable, in the determination of the such successor Servicer, to service, administer or collect all amounts due under any and all Receivables, Pledged Receivables including, without limitation, endorsing to make withdrawals from the Seller's name on checks and other instruments representing Collections and enforcing such Receivables Security Deposit Account pursuant to Section 2.05 and any related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoing. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company), subcontract with any other Person for servicing, administering or collecting the Receivables, provided that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer Cash Reserve Account pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO or an Affiliate of WMECO, shall have no obligation to collect, enforce or take any other action described in this Article VI with respect to any receivable or other indebtedness owing to the Seller that is not a Receivable other than to deliver to the Seller the collections and documents with respect to any such receivable or other indebtedness as described in Sections 6.03 and 6.06(b)Section 2.06.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Resource America Inc)
Appointment and Designation of the Servicer. The Seller, the Purchaser, the Owners Purchaser and the Deal Agent hereby appoint the Person (the "ServicerSERVICER") designated by the Deal Agent from time to time with the approval of the Purchaser pursuant to this Section SECTION 6.01, and subject to the third sentence of this SECTION 6.01, as their agent to service, administer and collect the Receivables and otherwise to enforce their respective rights and interests in in, to and under the Receivables, the Related Security and any contracts between the Seller and an ObligorContracts. The Servicer's authorization under this Agreement shall terminate on the Collection Date. Until Unless and until the Deal Agent gives notice to the Seller of a designation of a new ServicerServicer after the occurrence of a Servicer Termination Event and continuously until such time, WMECO Superior is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Subject to the preceding sentence, the Deal Agent may, upon may (with the approval of the Purchaser and after the occurrence of a Servicer Default or other Event of Termination, Termination Event) designate as Servicer any Person to succeed WMECO Superior or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. The Each of the Seller agrees that and the Servicer hereby grants to any successor Servicer may an irrevocable power of attorney to take any and all steps in the Seller's name or the Servicer's name, as applicable, and on behalf of the Seller or the Purchaser, as may be necessary or desirable, in the determination of the successor Servicer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Receivables and any the related contracts. The Seller will, upon the request of the Agent, execute such powers of attorney and other instruments as may be necessary to facilitate the foregoingContracts. The Servicer may, with the prior consent of the Agent (which consent is hereby given with respect to Northeast Utilities Service Company)Deal Agent, subcontract with any other Person for servicing, administering or collecting the Receivables, provided PROVIDED that the Servicer shall remain liable for the performance of the duties and obligations of the Servicer pursuant to the terms hereof. Notwithstanding anything to the contrary contained in this Agreement, the Servicer, if not WMECO the Seller, an Originator or an Affiliate of WMECOthereof, shall have no obligation to collect, enforce or take any other action described in this Article ARTICLE VI with respect to any receivable or other indebtedness owing to the Seller Receivable that is not a Purchased Receivable other than to deliver to the Seller the collections Collections and documents with respect to any such receivable or other indebtedness Receivable that is not a Purchased Receivable as described in Sections SECTIONS 6.03 and 6.06(b).
Appears in 1 contract
Samples: Receivables Purchase Agreement (Superior National Insurance Group Inc)
