Common use of Authorization of the Seller Clause in Contracts

Authorization of the Seller. (a) The Purchaser hereby authorizes the Seller (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the sale of the Purchased Items to the Purchaser, to collect all amounts due under any and all Purchased Items, including, without limitation, endorsing checks and other instruments representing Income, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Purchased Items and, after the delinquency of any Purchased Item and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Seller could have done if it had continued to own such Purchased Items. The Purchaser shall furnish the Seller (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Seller to carry out its servicing and administrative duties hereunder and shall cooperate with the Seller to the fullest extent in order to ensure the collectability of the Purchased Items. In no event shall the Seller be entitled to make the Purchaser a party to any litigation without the Purchaser’s express prior written consent. (b) Subject to all other rights of the Purchaser contained herein, after an Event of Default has occurred and is continuing, at the direction of the Purchaser, the Seller shall take such action as the Purchaser may deem necessary or advisable to enforce collection of the Purchased Items; provided, however, subject to all other rights of the Purchaser contained herein, the Purchaser may, at any time that an Event of Default has occurred and is continuing, notify any Borrower with respect to any Purchased Items of the assignment of such Purchased Items to the Purchaser and direct that payments of all amounts due or to become due be made directly to the Purchaser or any servicer, collection agent or lock-box or other account designated by the Purchaser and, upon such notification and at the expense of the Seller, the Purchaser may enforce collection of any such Purchased Items and adjust, settle or compromise the amount or payment thereof. (c) With respect to each Purchased Asset and to the extent not otherwise specifically addressed otherwise in this Agreement, (i) prior to an Event of Default, the Seller (and any Servicer or PSA Service on its behalf) shall not exercise any material rights of a holder of a Purchased Item under any document or agreement governing such Purchased Items (including amendments, modifications, waivers and alterations of any of the material terms of any Purchased Item) that affects the Market Value of such Purchased Item without first consulting with the Purchaser prior to taking any action and, in the event the Purchaser and the Seller cannot agree on a course of action, the Seller shall take only those actions as agreed to by the Purchaser, and, (ii) after an Event of Default, the Seller shall not exercise any rights of a holder of such Purchased Items under any document or agreement governing such Purchased Items without the prior written consent of the Purchaser.

Authorization of the Seller. (a) The Purchaser hereby authorizes the Seller (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the sale of the Purchased Items to the Purchaser, in the determination of the Seller, to collect all amounts due under any and all Purchased Items, including, without limitation, endorsing any of their names on checks and other instruments representing Income, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Purchased Items and, after the delinquency of any Purchased Item and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Seller could have done if it had continued to own such Purchased Items. The Purchaser shall furnish the Seller (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Seller to carry out its servicing and administrative duties hereunder and shall cooperate with the Seller to the fullest extent in order to ensure the collectability collectibility of the Purchased Items. In no event shall the Seller be entitled to make the Purchaser a party to any litigation without the Purchaser’s 's express prior written consent. (b) Subject to all other rights of the Purchaser contained herein, after an Event of Default has occurred and is continuing, at the direction of the Purchaser, the The Seller shall take such action as the Purchaser may deem necessary or advisable to enforce collection of the Purchased Items; provided, however, subject to all other rights of the Purchaser contained herein, that the Purchaser may, at any time that an a Termination Event of Default or Unmatured Termination Event has occurred and is continuing, notify any Borrower with respect to any Purchased Items of the assignment of such Purchased Items to the Purchaser and direct that payments of all amounts due or to become due be made directly to the Purchaser Loan Purchase and Repurchase Agreement (Wachovia and Arbor) 72 or any servicer, collection agent or lock-lock - box or other account designated by the Purchaser and, upon such notification and at the expense of the Seller, the Purchaser may enforce collection of any such Purchased Items and adjust, settle or compromise the amount or payment thereof. (c) With respect to each Purchased Asset and to the extent not otherwise specifically addressed otherwise in this Agreement, (i) prior to an Event of Default, the Seller (and any Servicer or PSA Service on its behalf) shall not exercise any material rights of a holder of a Purchased Item under any document or agreement governing such Purchased Items (including amendments, modifications, waivers and alterations of any of the material terms of any Purchased Item) that affects the Market Value of such Purchased Item without first consulting with the Purchaser prior to taking any action and, in the event the Purchaser and the Seller cannot agree on a course of action, the Seller shall take only those actions as agreed to by the Purchaser, and, (ii) after an Event of Default, the Seller shall not exercise any rights of a holder of such Purchased Items under any document or agreement governing such Purchased Items without the prior written consent of the Purchaser.

Authorization of the Seller. (a) The Purchaser hereby authorizes the Seller (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the sale of the Purchased Items to the Purchaser, Purchaser or its designee to collect all amounts due under any and all Purchased Items, including, without limitation, endorsing any checks and other instruments representing Income, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Purchased Items and, after the delinquency of any Purchased Item and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Seller could have done if it had continued to own such Purchased Items. The Purchaser Deal Agent as agent for the Secured Parties shall furnish the Seller (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Seller to carry out its servicing and administrative duties hereunder and shall cooperate with the Seller to the fullest extent in order to ensure the collectability of the Purchased Items. In no event shall the Seller be entitled to make the Deal Agent, the Purchaser or any Secured Party a party to any litigation without the Purchasersuch Person’s express prior written consent. (b) Subject to all other rights of the Purchaser Deal Agent as agent for the Secured Parties contained herein, after an Event of Default has occurred and is continuing, at the direction of the PurchaserDeal Agent as agent for the Secured Parties, the Seller shall take such action as the Purchaser Deal Agent as agent for the Secured Parties may deem necessary or advisable to enforce collection of the Purchased Items; provided, however, subject to all other rights of the Purchaser Deal Agent as agent for the Secured Parties contained herein, the Purchaser Deal Agent as agent for the Secured Parties may, at any time that an Event of Default or Default has occurred and is continuing, notify any Borrower with respect to any Purchased Items of the assignment of such Purchased Items to the Purchaser or its designee and direct that payments of all amounts due or to become due be made directly to the Purchaser Deal Agent as agent for the Secured Parties or any servicer, collection agent or lock-–box or other account designated by the Purchaser Deal Agent as agent for the Secured Parties and, upon such notification and at the expense of the Seller, the Purchaser Deal Agent as agent for the Secured Parties may enforce collection of any such Purchased Items and adjust, settle or compromise the amount or payment thereof. (c) With respect to each Purchased Asset and to the extent not otherwise specifically addressed otherwise in this Agreement, (i) prior to an Event of Default, the Seller (and any Servicer or PSA Service on its behalf) shall not exercise any material rights of a holder of a Purchased Item under any document or agreement governing such Purchased Items (including amendments, modifications, waivers and alterations of any of the material terms of any Purchased Item) that affects the Market Value of such Purchased Item without first consulting with the Purchaser prior to taking any action and, in the event the Purchaser and the Seller cannot agree on a course of action, the Seller shall take only those actions as agreed to by the Purchaser, and, (ii) after an Event of Default, the Seller shall not exercise any rights of a holder of such Purchased Items under any document or agreement governing such Purchased Items without the prior written consent of the Purchaser.

Authorization of the Seller. (ai) The Purchaser Buyer hereby authorizes the Seller (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the sale of the Purchased Items to the PurchaserBuyer, to collect all amounts due under any and all Purchased Items, including, without limitation, endorsing checks and other instruments representing Income, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Purchased Items and, after the delinquency of any Purchased Item and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Seller could have done if it had continued to own such Purchased Items. The Purchaser Buyer shall furnish the Seller (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Seller to carry out its servicing and administrative duties hereunder and shall cooperate with the Seller to the fullest extent in order to ensure the collectability of the Purchased Items. In no event shall the Seller be entitled to make the Purchaser Buyer a party to any litigation without the Purchaser’s Buyer's express prior written consent. (bii) Subject to all other rights of the Purchaser Buyer contained herein, after an Event of Default has occurred and is continuing, at the direction of the PurchaserBuyer, the Seller shall take such action as the Purchaser Buyer may deem necessary or advisable to enforce collection of the Purchased Items; provided, however, subject to all other rights of the Purchaser Buyer contained herein, the Purchaser Buyer may, at any time that an Event of Default has occurred and is continuing, notify any Borrower with respect to any Purchased Items of the assignment of such Purchased Items to the Purchaser Buyer and direct that payments of all amounts due or to become due be made directly to the Purchaser Buyer or any servicer, collection agent or lock-box or other account designated by the Purchaser Buyer and, upon such notification and at the expense of the Seller, the Purchaser Buyer may enforce collection of any such Purchased Items and adjust, settle or compromise the amount or payment thereof. (ciii) With respect to each Purchased Asset and to the extent not otherwise specifically addressed otherwise in this Repurchase Agreement, (i) prior to an Event of Default, the Seller (and any Servicer or PSA Service on its behalf) shall not exercise any material rights of a holder of a Purchased Item under any document or agreement governing such Purchased Items (including amendments, modifications, waivers and alterations of any of the material terms of any Purchased Item) that affects the Market Value of such Purchased Item without first consulting with the Purchaser Buyer prior to taking any action and, in the event the Purchaser Buyer and the Seller cannot agree on a course of action, the Seller shall take only those actions as agreed to by the PurchaserBuyer, and, (ii) after an Event of Default, the Seller shall not exercise any rights of a holder of such Purchased Items under any document or agreement governing such Purchased Items without the prior written consent of the PurchaserBuyer.

Authorization of the Seller. (a) The Purchaser hereby authorizes the Seller (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the sale of the Purchased Items to the Purchaser, Purchaser or its designee to collect all amounts due under any and all Purchased Items, including, without limitation, endorsing checks and other instruments representing Income, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Purchased Items and, after the delinquency of any Purchased Item and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Seller could have done if it had continued to own such Purchased Items. The Purchaser Deal Agent as agent for the Secured Parties shall furnish the Seller (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Seller to carry out its servicing and administrative duties hereunder and shall cooperate with the Seller to the fullest extent in order to ensure the collectability of the Purchased Items. In no event shall the Seller be entitled to make the Deal Agent, the Purchaser or any Secured Party a party to any litigation without the Purchasersuch Person’s express prior written consent. (b) Subject to all other rights of the Purchaser Deal Agent as agent for the Secured Parties contained herein, after an Event of Default has occurred and is continuing, at the direction of the PurchaserDeal Agent, the Seller shall take such action as the Purchaser Deal Agent as agent for the Secured Parties may deem necessary or advisable to enforce collection of the Purchased Items; provided, however, subject to all other rights of the Purchaser Deal Agent as agent for the Secured Parties contained herein, the Purchaser Deal Agent may, at any time that an Event of Default has occurred and is continuing, notify any Borrower with respect to any Purchased Items of the assignment of such Purchased Items to the Purchaser or its designee and direct that payments of all amounts due or to become due be made directly to the Purchaser Deal Agent as agent for the Secured Parties or any servicer, collection agent or lock-box or other account designated by the Purchaser Deal Agent and, upon such notification and at the expense of the Seller, the Purchaser Deal Agent as agent for the Secured Parties may enforce collection of any such Purchased Items and adjust, settle or compromise the amount or payment thereof. (c) With respect to each Purchased Asset and to the extent not otherwise specifically addressed otherwise in this Agreement, (i) prior to an Event of Default, the Seller (and any Servicer or PSA Service on its behalf) shall not exercise any material rights of a holder of a Purchased Item under any document or agreement governing such Purchased Items (including amendments, modifications, waivers and alterations of any of the material terms of any Purchased Item) that affects the Market Value of such Purchased Item without first consulting with the Purchaser Deal Agent prior to taking any action and, in the event the Purchaser Deal Agent and the Seller cannot agree on a course of action, the Seller shall take only those actions as agreed to by the PurchaserDeal Agent, and, (ii) after an Event of Default, the Seller shall not exercise any rights of a holder of such Purchased Items under any document or agreement governing such Purchased Items without the prior written consent of the PurchaserDeal Agent.

Authorization of the Seller. (a) The Purchaser hereby authorizes the Seller (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the sale of the Purchased Items to the Purchaser, in the determination of the Seller, to collect all amounts due under any and all Purchased Items, including, without limitation, endorsing any of their names on checks and other instruments representing Income, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Purchased Items and, after the delinquency of any Purchased Item and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Seller could have done if it had continued to own such Purchased Items. The Purchaser shall furnish the Seller (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Seller to carry out its servicing and administrative duties hereunder and shall cooperate with the Seller to the fullest extent in order to ensure the collectability collectibility of the Purchased Items. In no event shall the Seller be entitled to make the Purchaser a party to any litigation without the Purchaser’s 's express prior written consent. (b) Subject to all other rights of the Purchaser contained herein, after an Event of Default has occurred and is continuing, at the direction of the Purchaser, the The Seller shall take such action as the Purchaser may deem necessary or advisable to enforce collection of the Purchased Items; provided, however, subject to all other rights of the Purchaser contained herein, that the Purchaser may, at any time that an a Termination Event of Default or Unmatured Termination Event has occurred and is continuing, notify any Borrower with respect to any Purchased Items of the assignment of such Purchased Items to the Purchaser and direct that payments of all amounts due or to become due be made directly to the Purchaser or any servicer, collection agent or lock-box or other account designated by the Purchaser and, upon such notification and at the expense of the Seller, the Purchaser may enforce collection of any such Purchased Items and adjust, settle or compromise the amount or payment thereof. (c) With respect to each Purchased Asset and to the extent not otherwise specifically addressed otherwise in this Agreement, (i) prior to an Event of Default, the Seller (and any Servicer or PSA Service on its behalf) shall not exercise any material rights of a holder of a Purchased Item under any document or agreement governing such Purchased Items (including amendments, modifications, waivers and alterations of any of the material terms of any Purchased Item) that affects the Market Value of such Purchased Item without first consulting with the Purchaser prior to taking any action and, in the event the Purchaser and the Seller cannot agree on a course of action, the Seller shall take only those actions as agreed to by the Purchaser, and, (ii) after an Event of Default, the Seller shall not exercise any rights of a holder of such Purchased Items under any document or agreement governing such Purchased Items without the prior written consent of the Purchaser.

Authorization of the Seller. (a) The Purchaser hereby authorizes the Seller (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the sale of the Purchased Items to the Purchaser, in the determination of the Seller, to collect all amounts due under any and all Purchased Items, including, without limitation, endorsing any of their names on checks and other instruments representing Income, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Purchased Items and, after the delinquency of any Purchased Item Items and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Seller could have done if it had continued to own such Purchased Items. The Purchaser shall furnish the Seller (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Seller to carry out its servicing and administrative duties hereunder hereunder, and shall cooperate with the Seller to the fullest extent in order to ensure the collectability collectibility of the Purchased Items. In no event shall the Seller be entitled to make the Purchaser a party to any litigation without the Purchasersuch party’s express prior written consent. (b) Subject to all other rights of the Purchaser contained herein, after an Event of Default has occurred and is continuing, continuing at the direction of the Purchaser, the Seller shall take such action as the Purchaser may deem necessary or advisable to enforce collection of the Purchased Items; provided, however, subject to all other rights of the Purchaser contained herein, that the Purchaser may, at any time that an Event of Default or Default has occurred and is continuing, notify any Borrower with respect to any Purchased Items of the assignment of such Purchased Items to the Purchaser and direct that payments of all amounts due or to become due be made directly to the Purchaser or any servicer, collection agent or lock-–box or other account designated by the Purchaser and, upon such notification and at the expense of the Seller, the Purchaser may enforce collection of any such Purchased Items and adjust, settle or compromise the amount or payment thereof. (c) With respect to each Purchased Asset and to the extent not otherwise specifically addressed otherwise in this Agreement, (i) prior to an Event of Default, the Seller (and any Servicer or PSA Service on its behalf) shall not exercise any material rights of a holder of a Purchased Item under any document or agreement governing such Purchased Items (including amendments, modifications, waivers and alterations of any of the material terms of any Purchased Item) that affects the Market Value of such Purchased Item without first consulting with the Purchaser prior to taking any action and, in the event the Purchaser and the Seller cannot agree on a course of action, the Seller shall take only those actions as agreed to by the Purchaser, and, (ii) after an Event of Default, the Seller shall not exercise any rights of a holder of such Purchased Items under any document or agreement governing such Purchased Items without the prior written consent of the Purchaser.

Authorization of the Seller. (a) The Purchaser hereby authorizes the Seller (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the sale of the Purchased Items to the PurchaserPurchaser or its designee, in the determination of the Seller, to collect all amounts due under any and all Purchased Items, including, without limitation, endorsing any of their names on checks and other instruments representing Income, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Purchased Items and, after the delinquency of any Purchased Item and to the extent permitted under and in compliance with Applicable Law, to commence proceedings with respect to enforcing payment thereof, to the same extent as the Seller could have done if it had continued to own such Purchased Items. The Purchaser Deal Agent as agent for the Secured Parties shall furnish the Seller (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Seller to carry out its servicing and administrative duties hereunder and shall cooperate with the Seller to the fullest extent in order to ensure the collectability collectibility of the Purchased Items. In no event shall the Seller be entitled to make the Deal Agent, the Purchaser or any Secured Party a party to any litigation without the Purchasersuch Person’s express prior written consent. (b) Subject to all other rights of the Purchaser contained herein, after an Event of Default has occurred and is continuing, at the direction of the Purchaser, the The Seller shall take such action as the Purchaser Deal Agent as agent for the Secured Parties may deem necessary or advisable to enforce collection of the Purchased Items; provided, however, subject to all other rights of the Purchaser Deal Agent as agent for the Secured Parties contained herein, that the Purchaser Deal Agent may, at any time that an Event of Default or Default has occurred and is continuing, notify any Borrower with respect to any Purchased Items of the assignment of such Purchased Items to the Purchaser or its designee and direct that payments of all amounts due or to become due be made directly to the Purchaser Deal Agent as agent for the Secured Parties or any servicer, collection agent or lock-–box or other account designated by the Purchaser Deal Agent and, upon such notification and at the expense of the Seller, the Purchaser Deal Agent as agent for the Secured Parties may enforce collection of any such Purchased Items and adjust, settle or compromise the amount or payment thereof. (c) With respect to each Purchased Asset and to the extent not otherwise specifically addressed otherwise in this Agreement, (i) prior to an Event of Default, the Seller (and any Servicer or PSA Service on its behalf) shall not exercise any material rights of a holder of a Purchased Item under any document or agreement governing such Purchased Items (including amendments, modifications, waivers and alterations of any of the material terms of any Purchased Item) that affects the Market Value of such Purchased Item without first consulting with the Purchaser prior to taking any action and, in the event the Purchaser and the Seller cannot agree on a course of action, the Seller shall take only those actions as agreed to by the Purchaser, and, (ii) after an Event of Default, the Seller shall not exercise any rights of a holder of such Purchased Items under any document or agreement governing such Purchased Items without the prior written consent of the Purchaser.