Assumption of Servicer’s Obligations Sample Clauses

Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty (60) days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling. (b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failure), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.05, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B), 4.06(a)(ix), 4.06(a)(xi)(B), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b), 5.02 (only with respect to the amount of t...
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Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that on the date specified in accordance with the Loan Agreement, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Loan Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Loan Agreement and this Agreement. In the event of a conflict between any provision of the Loan Agreement and this Agreement, this Agreement shall be controlling. (b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Loan Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Loan Agreement: Sections 2.11, 2.13, 4.2(b) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 4.2 of which a Responsible Officer has actual knowledge), 4.3, 4.5 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 4.5 of which a Responsible Officer has actual knowledge), 5.4(c), 5.4(e), 5.4(f), 5.4(g) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 5.4(g) of which a Responsible Officer has actual knowledge), 5.4(i), 5.4(j), 5.4(k) (only with respect to the Credit Guidelines), 5.4(m), 5.5(a), 5.5(b), 5.5(f) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Collateral Agent in the Collateral on behalf of the Secured Parties against the claims of third parties), 5.5(i) (only with respect to the Credit Guidelines), 5.5(i), 6.1(c), 6.2(e) (provided that the Deal Agent and any Liquidity Agent may review the Backup Servicer’s collection and administration of the Loans, Dealer Agreements and Contracts two times per calendar year, at the expense of the party requesting such review, with prior written notice and without undue disruption of the Backup Servicer’s business before the occurrence of a Servicer Termination Event at a time after the Assumption Date, and the Deal Agent and any Liquidity Agent may conduct such review, with prior written notice but otherwise without limitation, at the Servicer’s expense if the Servicer Termination Event is due to the acti...
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Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within 30 days of receipt of a written notice from the Deal Agent of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Loan Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Loan Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Loan Agreement and this Agreement. In the event of a conflict between any provision of the Loan Agreement and this Agreement, this Agreement shall be controlling. (b) In the event of an assumption by the Backup Servicer of the Servicer-Related Activities of Credit Acceptance under the Loan Agreement, the Backup Servicer shall be obligated to perform the obligations imposed on the Servicer under the Loan Agreement. (c) Following the Assumption Date, the Deal Agent, in its sole and absolute discretion, may terminate all of the Backup Servicer’s management, administrative, servicing and collection rights and obligations with respect to the Dealer Loans and Contracts upon ninety (90) days prior written notice (such notice, a “Discretionary Termination Notice”) of such termination to the Backup Servicer (any such termination of servicing, a “Discretionary Termination”). A Termination Fee equal to the product of three (3) times the Servicing Fee for the month in which the Discretionary Termination Notice is received shall be payable by the Borrower with respect to any such Discretionary Termination.
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Assumption of Servicer’s Obligations. BANA (USA) hereby assumes and agrees to perform each and every covenant and obligation of Fleet (RI), as Servicer, under the Pooling and Servicing Agreement and each of the Supplements. The Trustee and FCCF hereby accept the assumption by BANA (USA) of the covenants and obligations of Fleet (RI), as Servicer, under the Pooling and Servicing Agreement and each of the Supplements.
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Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within thirty (30) days of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “Assumption Date”) and further agrees that it shall assume all such
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Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within 30 days of receipt of a written notice from the Collateral Agent of the termination of the rights and obligations of CAC as Servicer pursuant to the Loan and Security Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Servicer-Related Activities of CAC under the Loan and Security Agreement (the "Assumption Date") and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Loan and Security Agreement and the other Transaction Documents. In the event of a conflict between any provision of the Loan and Security Agreement or any other Transaction Document and this Agreement, this Agreement shall be controlling. (b) In the event of an assumption by the Backup Servicer of the Servicer-Related Activities of CAC under the Loan and Security Agreement, the Backup Servicer shall not be obligated to perform the following Sections of the Loan and Security Agreement: Section 5.4(c) and (e) and Sections 6.5(c), 6.6, 6.7, 6.8 and 11.
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Assumption of Servicer’s Obligations. The Back-up Servicer agrees that within 30 days of receipt of a written notice from the Collateral Agent (such 30th day, the "Assumption Date") of the termination of the rights and obligations of CAC as Servicer pursuant to the Security Agreement, and without further notice, the Back-up Servicer shall assume the Servicer-Related Activities of CAC under the Security Agreement and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Security Agreement and the other Transaction Documents. In the event of a conflict between any provision of the Security Agreement or any other Transaction Document and this Agreement, this Agreement shall be controlling. On and after the Assumption Date, all references in the Security Agreement and the other Transaction Documents to the Servicing Agreement shall refer to this Agreement.
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Assumption of Servicer’s Obligations. Citibank (South Dakota) hereby assumes and agrees to perform each and every covenant and obligation of FDS Bank, as Servicer, under the Pooling and Servicing Agreement and the Supplement. The Trustee and PRC hereby accept the assumption by Citibank (South Dakota) of the covenants and obligations of FDS Bank, as Servicer, under the Pooling and Servicing Agreement and the Supplement.
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Related to Assumption of Servicer’s Obligations

  • Servicer’s Obligations The Issuer shall cause the Servicer to comply with Sections 3.10, 3.11, 3.12, 4.10 and Article Eight of the Sale and Servicing Agreement.

  • Enforcement of Servicer’s and Master Servicer’s Obligations The Master Servicer, on behalf of the Trustee, the Depositor and the Certificateholders shall monitor the performance of the Servicers under the Purchase and Servicing Agreements, and shall use its reasonable good faith efforts to cause the Servicers duly and punctually to perform all of their respective duties and obligations thereunder. Upon the occurrence of a default of which a Responsible Officer of the Master Servicer has actual knowledge under a Purchase and Servicing Agreement, the Master Servicer shall promptly notify the Trustee thereof, and shall specify in such notice the action, if any, the Master Servicer is taking in respect of such default. So long as any such default shall be continuing, the Master Servicer may, and shall if it determines such action to be in the best interests of Certificateholders, (i) terminate all of the rights and powers of such Servicer pursuant to the applicable provisions of the related Purchase and Servicing Agreement; (ii) exercise any rights it may have to enforce the related Purchase and Servicing Agreement against such Servicer; and/or (iii) waive any such default under the related Purchase and Servicing Agreement or take any other action with respect to such default as is permitted thereunder. Notwithstanding anything to the contrary in this Agreement, with respect to any Additional Collateral Mortgage Loan, the Master Servicer will have no duty or obligation to supervise, monitor or oversee the activities of the related Servicer under any Purchase and Servicing Agreement with respect to any Additional Collateral or under any agreement relating to the pledge of, or the perfection of a pledge or security interest in, any Additional Collateral except upon the occurrence of the following events (i) in the case of a final liquidation of any Mortgaged Property secured by Additional Collateral, the Master Servicer shall enforce the obligation of the Servicer under the related Servicing Agreement to liquidate such Additional Collateral as required by such Servicing Agreement, and (ii) if the Master Servicer assumes the obligations of such Servicer as successor Servicer under the related Servicing Agreement pursuant to this Section 9.01, as successor Servicer, it shall be bound to service and administer the Additional Collateral in accordance with the provisions of such Servicing Agreement.

  • HIRER’S OBLIGATIONS a) The Hirer acknowledges having received the Vehicle in a clean condition, with a full fuel tank and full bottle of gas (if applicable). The Hirer will return the Vehicle in a clean condition with a full fuel tank and a full bottle of gas (if applicable, and subject to any pre-purchase fuel and/or pre- purchase gas option being taken), on the Return Date at the time and at the Return Point set out in the Rental Agreement. b) The Hirer must ensure that all reasonable care is taken in handling and parking the Vehicle and that it is left securely locked when not in use. c) The Hirer must ensure that the recommended levels are maintained with respect to the water in the radiator and battery, the oil and the tyre pressures of the Vehicle. d) Smoking and/or animals (excluding registered guide or assistance dogs) are not permitted in the Vehicle at any time. If this condition is breached, the Hirer must pay to JUCY a cleaning fee determined by JUCY in its reasonable opinion and being not more than $250. e) The Hirer must ensure that all Authorised Drivers comply with, and all Authorised Drivers shall be bound by, these terms and conditions and all Authorised Drivers must carry their driver’s licence with them when driving the Vehicle. f) In the event of any new damage to the Vehicle, the Hirer must notify JUCY of the full circumstances of the damage as soon as practicable (being not more than 48 hours) from the time the Hirer has knowledge of the damage. g) If there is an equipment defect or mechanical failure of the Vehicle during the Term of Hire, the Hirer must notify JUCY as soon as practicable, and in any event within 48 hours, from the time the Hirer has knowledge of the defect or failure to give JUCY the opportunity to rectify the problem during the Term of Hire. JUCY does not accept liability for any claims submitted after this period. h) The Hirer must ensure that a copy of this Agreement is kept in the Vehicle throughout the Term of Hire and produced without delay for inspection on demand by an enforcement officer i) The Hirer shall not: i) drive or use the Vehicle (or permit the Vehicle to be driven or used) otherwise than in a prudent and cautious manner. For the purposes of these terms and conditions, a single Vehicle rollover shall be considered a breach of this clause 6(i) unless the Stress Free Plus excess reduction has been taken out;

  • Developer’s Obligations 7.1.1 In consideration of the Rights hereby granted, the Developer shall pay to the Authority an annual fee of Rs. /- (Rupees only) (“Fee”) commencing from the 1st (first) anniversary of Appointed Date. The Fee is exclusive of GST and all other applicable taxes and shall be payable by the Developer at actual over and above the Fee. The Fee is payable to the Authority on or before 30 (thirty) days prior to the start of every year in advance as set out in Schedule 1 throughout the Agreement Period. During the Agreement Period the Fee shall be increased by 5% (five percent) every year over the previous year’s Fee on compounded basis. 7.1.2 The Developer should pay the Fee to the Authority notwithstanding the fact that, the development of Project Facilities is not completed within the specified period or Developer does not start the commercial operation of the Project. In other words, the Developer shall not be entitled to seek any reduction of Fee, claim, damages, compensation or any other consideration from the Authority on account of any reason. 7.1.3 Any delay in payment of the Fee shall attract an interest for the delayed period at the rate of SBI PLR plus 5% per annum on the outstanding amount, which shall be due from the date of such payment till the amount is realized by the Authority. In addition to the foregoing, any delay in payment of Fee beyond a period of 60 (sixty) days from the due date of such payment will be construed to be Material Breach under this Agreement.

  • Performance of Obligations; Servicing of Contracts (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate shall be deemed to be action taken by the Issuer. The Indenture Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Transaction Document or any provision thereof without the consent of the Indenture Trustee or the Required Holders. (d) If the Issuer shall have knowledge of the occurrence of an Event of Termination, the Issuer shall promptly notify the Indenture Trustee and each Rating Agency thereof. Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (e) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Transaction Documents if the effect thereof would adversely affect the Holders of the Notes.

  • Seller's Obligation The obligation of Sellers to sell and deliver the Assets to Buyer is subject to the satisfaction (or waiver by Sellers) as of the Closing of the following conditions: (i) The representations and warranties of Buyer made in this Agreement shall be true and correct in all material respects as of the date hereof and (except as they may be affected by transactions contemplated hereby and except for representations and warranties that by their terms are made only as of an earlier date) immediately prior to the Closing, as though made immediately prior to the Closing; Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing; and Buyer shall have delivered to the Company a certificate dated the Closing Date and signed by an executive officer of Buyer on behalf of Buyer confirming the foregoing. (ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect that restrains or prohibits the purchase or sale of the Assets hereunder; provided that an injunction or court order that prohibits the transfer of ownership of, or leasehold interests in, one or more parcels of Real Estate or other Assets shall not be deemed to restrain or prohibit the purchase or sale of the Assets hereunder unless the failure of Buyer to acquire ownership of, or leasehold interests in, such parcels or other Assets has a Material Adverse Effect; provided that nothing in this Section 5(b)(ii) shall affect the condition set forth in Section 5(b)(iii); and provided also that an injunction or court order which prohibits the transfer of any or all of the Ridgedale and Rosedale stores shall not be considered to be all or a part of a Material Adverse Effect. (iii) The waiting period under the HSR Act shall have expired or terminated.

  • Conditions to the Seller’s Obligations At the Closing, the Buyer shall deliver: (i) certified copies of the resolutions duly adopted by the Buyer’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which it is a party, and the consummation of all transactions contemplated hereby and thereby; (ii) a certificate of an authorized officer of the Buyer in the form set forth in Exhibit E, dated as of the Closing, stating that: (i) all of the representations and warranties set forth in Article VI that are qualified as to materiality or words of similar import are true and correct in all respects, and those not so qualified are true and correct in all material respects, in each case as of the Closing (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date), and (ii) to the Buyer’s knowledge, no action or proceeding before any court or Governmental Authority is pending or threatened wherein an unfavorable judgment, decree or order which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or would reasonably be expected to cause such transactions to be rescinded; (iii) the Estimated Purchase Price as contemplated in Section 1.02 above; and (iv) such other documents reasonably requested by the Representative for the consummation of the transactions contemplated hereby.

  • Customer’s Obligations The Customer shall: (a) provide the Supplier with: (i) all necessary co-operation in relation to this agreement; and (ii) all necessary access to such information as may be required by the Supplier; in order to render the Services, including but not limited to Customer Data, security access information and configuration services; (b) comply with all applicable laws and regulations with respect to its activities under this agreement; (c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary; (d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement; (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services; (f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and (g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

  • Performance of Obligations; Servicing Agreement (a) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. (c) The Issuer shall not take any action or permit any action to be taken by others that would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Servicer is expressly permitted to take in the Servicing Agreement. (d) The Issuer may retain an administrator and may enter into contracts with other Persons for the performance of the Issuer's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the Issuer.

  • Conditions to Seller’s Obligation Sellers’ obligation to consummate the transactions to be performed by them hereunder is subject to satisfaction of the following conditions on the Closing Date: (i) (A) the representations and warranties of Buyer set forth in Section 3(b)(i), Section 3(b)(ii), and Section 3(b)(iv) above shall be true and correct in all material respects at and as of the date of this Agreement and the Closing Date with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), and (B) all other representations and warranties of Buyer set forth in Section 3(b) above shall be true and correct in all respects at and as of the date of this Agreement and the Closing Date (without giving effect to any “material” or “materiality” qualification contained in such representation and warranty) with the same force and effect as if made on and as of such date (except for representations and warranties which relate to any other specific date, the accuracy of which shall be determined on and as of that specified date), except where the failure to be so true and correct has not had, or would not reasonably be expected to have, a material and adverse impact on the ability of Buyer to timely consummate the transactions contemplated hereby; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) Sellers’ Representative shall have received an officer’s certificate signed by a duly authorized officer of Buyer to the effect that the conditions set forth in Section 7(b)(i) and Section 7(b)(ii) have been satisfied; (iv) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; (v) there shall not be any Law or Order in effect preventing consummation of any of the transactions contemplated by this Agreement; (vi) Buyer shall have satisfied the payment obligations specified in Section 2(b) above, and directed the Company to pay the aggregate Option Cancellation Payments pursuant to Section 2(f)(ii); and (vii) Buyer shall have delivered all items set forth in Section 2(d) for which Buyer is obligated to deliver. Sellers’ Representative may waive any condition specified in this Section 7(b) on behalf of Sellers if Sellers’ Representative executes a writing so stating at or prior to the Closing.

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