Common use of Authorization of the Servicer Clause in Contracts

Authorization of the Servicer. The Borrower and the Agent on behalf of the Lenders hereby authorizes the Servicer (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 pledge of the Collateral to the Agent for the benefit of the Secured Parties, in the determination of the Servicer, to collect all amounts due under any and all Receivables, including, without limitation, endorsing the Borrower’s name on checks and other instruments representing Collections, 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 Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable law and regulations, to commence proceedings with respect to enforcing payment of such Receivable and adjusting, settling or compromising the account or payment thereof in each case in accordance with the terms and provisions of this Agreement and the Credit and Collection Policies and Procedures. The Borrower shall furnish the related Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the ability to collect the Receivables. In no event shall a Servicer be entitled to make any Lender or the Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation without the Agent’s consent.

Authorization of the Servicer. The Borrower and the Agent on behalf Each of the Lenders Borrower, the Administrative Agent and each Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge of grant by the Borrower to the Collateral to the Agent for the benefit on behalf of the Secured Parties, in the determination of the ServicerParties hereunder, to collect all amounts due under any and all ReceivablesCollateral, including, without limitation, endorsing the Borrower’s name any of their names on checks and other instruments USActive 56468589.1056468589.17 representing Collections, 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 Receivables Collateral and, after the delinquency of any Receivable Collateral and to the extent permitted under and in compliance with applicable law and regulationsApplicable Law, to commence proceedings with respect to enforcing payment of such Receivable and adjusting, settling or compromising the account or payment thereof in each case in accordance with the terms and provisions of this Agreement and the Credit and Collection Policies and Proceduresthereof. The Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the related Servicer (and any successors thereto) with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In case any reasonable question arises as to its duties hereunder, the Collateral Agent may request instructions from the Administrative Agent and shall cooperate with be entitled at all times to refrain from taking any actions unless it has received instruction from the Servicer to the fullest extent in order to ensure the ability to collect the ReceivablesAdministrative Agent. In no event shall a the Servicer be entitled to make any Lender or the Agent Secured Party a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. The Borrower (a) Each of the Originator, the Seller and the Deal Agent on behalf of the Lenders Secured Parties and each Hedge Counterparty hereby authorizes the Servicer (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 pledge sale of the Collateral Transferred Loans to the Agent for the benefit of the Secured PartiesPurchasers, in the determination of the Servicer, to collect all amounts due under any and all ReceivablesTransferred Loans, including, without limitation, endorsing the Borrower’s name any of their names on checks and other instruments representing Collections, 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 Receivables Transferred Loans and, after the delinquency of any Receivable Transferred Loan and to the extent permitted under and in compliance with applicable law Requirements of Law and regulations, to commence proceedings with respect to enforcing payment of thereof, to the same extent as the Originator could have done if it had continued to own such Receivable and adjustingLoan. The Originator, settling or compromising the account or payment thereof in each case in accordance with the terms and provisions of this Agreement Seller and the Credit Deal Agent on behalf of the Secured Parties and Collection Policies and Procedures. The Borrower each Hedge Counterparty shall furnish the related Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the ability to collect collectibility of the ReceivablesTransferred Loans. In no event shall a the Servicer be entitled to make any Lender Secured Party, any Hedge Counterparty, the Collateral Custodian or the Deal Agent a party to any litigation without such party’s 's express prior written consent, or to make the Borrower Seller a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Deal Agent’s 's consent.

Authorization of the Servicer. The Borrower and the Agent on behalf of the Lenders Seller hereby authorizes the Servicer (including any successor successors thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge sale of the Collateral Purchased Receivables to the Agent for the benefit of the Secured PartiesPurchaser, in the determination of the ServicerServicer as the case may be, to collect all amounts due under any and all ReceivablesPurchased Receivables and process all Collections and related Remittance Advices within five Business Days of receipt thereof. Further, includingthe Servicer is authorized, without limitation, endorsing the Borrower’s name on checks and other instruments representing Collections, 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 Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable law and regulations, to commence proceedings with respect to enforcing payment of such Receivable Purchased Receivables and the related Contracts, and adjusting, settling or compromising the account or payment thereof in each case in accordance with thereof, to the terms and provisions of this Agreement and same extent as the Credit and Collection Policies and ProceduresSeller could have done if it had continued to own such Receivable. The Borrower Seller shall furnish the related Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the to Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the ability collectibility of the Purchased Receivables. Notwithstanding anything to collect the Receivablescontrary contained herein, the Servicer shall have the absolute and unlimited right to direct the Subservicer to commence or settle any legal action to enforce collection of any Purchased Receivable or to foreclose upon, repossess or take any other action which the Servicer deems necessary or advisable with respect thereto. In no event shall a Servicer the Subservicer be entitled to make any Lender the Purchaser or the Agent Servicer a party to any litigation without such party’s 's express prior written consent, or to make the Borrower a party to any litigation without the Agent’s consent.

Authorization of the Servicer. The Borrower and the Agent on behalf of the Lenders Seller hereby authorizes the Servicer (including any successor successors thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge sale of the Collateral Purchased Receivables to the Agent for the benefit of the Secured PartiesPurchaser, in the determination of the Servicer, Servicer to collect all amounts due under any and all ReceivablesPurchased Receivables and process all Collections and related Remittance Advices within five Business Days of receipt thereof. Further, includingthe Servicer is authorized, without limitation, endorsing the Borrower’s name on checks and other instruments representing Collections, 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 Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable law and regulations, to commence proceedings with respect to enforcing payment of such Receivable Purchased Receivables and the related Contracts, and adjusting, settling or compromising the account or payment thereof in each case in accordance with thereof, to the terms and provisions of this Agreement and same extent as the Credit and Collection Policies and ProceduresSeller could have done if it had continued to own such Receivable. The Borrower Seller shall furnish the related Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the ability collectibility of the Purchased Receivables. Notwithstanding any other provision herein to collect the Receivablescontrary, the Servicer shall have the absolute and unlimited right to direct the Subservicer (who shall be obligated to cause the applicable Provider Affiliate) to commence or settle any legal action to enforce collection of any Purchased Receivable or to foreclose upon, repossess or take any other action which the Servicer reasonably deems necessary or advisable with respect thereto. In no event shall a Servicer the Subservicer be entitled to make any Lender the Purchaser or the Agent Servicer a party to any litigation without such party’s 's express prior written consent, or to make the Borrower a party to any litigation without the Agent’s consent.

Authorization of the Servicer. The Borrower and the Agent on behalf Each of the Lenders Borrower, the Administrative Agent and each Lender hereby authorizes the Servicer (including any successor thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable in the determination of the Servicer and not inconsistent with the pledge of grant by the Borrower to the Collateral to the Agent for the benefit on behalf of the Secured Parties, in the determination of the ServicerParties hereunder, to collect all amounts due under any and all ReceivablesCollateral, including, without limitation, endorsing the Borrower’s name any of their names on checks and other instruments representing Collections, 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 USActive 53852035.1153852035.14.docx -125- respect to the Receivables Collateral and, after the delinquency of any Receivable Collateral and to the extent permitted under and in compliance with applicable law and regulationsApplicable Law, to commence proceedings with respect to enforcing payment of such Receivable and adjusting, settling or compromising the account or payment thereof in each case in accordance with the terms and provisions of this Agreement and the Credit and Collection Policies and Proceduresthereof. The Borrower and the Collateral Agent on behalf of the Secured Parties shall furnish the related Servicer (and any successors thereto) with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. In case any reasonable question arises as to its duties hereunder, the Collateral Agent may request instructions from the Administrative Agent and shall cooperate with be entitled at all times to refrain from taking any actions unless it has received instruction from the Servicer to the fullest extent in order to ensure the ability to collect the ReceivablesAdministrative Agent. In no event shall a the Servicer be entitled to make any Lender or the Agent Secured Party a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Administrative Agent’s consent.

Authorization of the Servicer. The Borrower and the Agent on behalf of the Lenders Lender hereby authorizes the Servicer (including any successor thereto) Servicer, and the Borrower acknowledges and agrees to such authorization, to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge rights of the Collateral to the Agent for the benefit of the Secured PartiesLender hereunder, in the determination of the Servicer, to (a) collect all amounts due under any and all ReceivablesTransferred Receivable, including, without limitation, including endorsing the Borrower’s applicable name on checks and other instruments representing CollectionsCollections on such Receivable, executing and delivering execute and deliver any and all instruments of satisfaction or cancellation, cancellation or of partial or full release or discharge, discharge and all other comparable instruments, instruments with respect to the Receivables and, any such Receivable and (b) after the delinquency of any Transferred Receivable becomes a Defaulted Receivable and to the extent permitted under and in compliance with applicable law and regulations, to commence proceedings with respect to enforcing the enforcement of payment of any such Receivable and adjustingthe Contract therefor and adjust, settling settle or compromising the account or payment thereof compromise any payments due thereunder, in each case in accordance with to the terms and provisions of this Agreement and same extent as the Credit and Collection Policies and Proceduresapplicable Originator could have done if it had continued to own such Receivable. The Borrower and the Lender shall furnish the related Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the ability to collect the Receivables. In no event shall a the Servicer be entitled to make any Lender the Borrower or the Agent Lender a party to any litigation Litigation without such party’s Person's express prior written consent, or to make the Borrower a party to any litigation without the Agent’s consent.

Authorization of the Servicer. The Borrower (a) Each of the Originator, the Seller and the Deal Agent on behalf of the Lenders Secured Parties and each Hedge Counterparty hereby authorizes the Servicer (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 pledge sale of the Collateral Transferred Loans to the Agent for the benefit of the Secured PartiesPurchasers, in the determination of the Servicer, to collect all amounts due under any and all ReceivablesTransferred Loans, including, without limitation, endorsing the Borrower’s name any of their names on checks and other instruments representing Collections, 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 Receivables Transferred Loans and, after the delinquency of any Receivable Transferred Loan and to the extent permitted under and in compliance with applicable law and regulations, to commence proceedings with respect to enforcing payment of thereof, to the same extent as the Originator could have done if it had continued to own such Receivable and adjustingLoan. The Originator, settling or compromising the account or payment thereof in each case in accordance with the terms and provisions of this Agreement Seller and the Credit Deal Agent on behalf of the Secured Parties and Collection Policies and Procedures. The Borrower each Hedge Counterparty shall furnish the related Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the ability to collect collectibility of the ReceivablesTransferred Loans. In no event shall a the Servicer be entitled to make any Lender Secured Party, any Hedge Counterparty, the Collateral Custodian or the Deal Agent a party to any litigation without such party’s 's express prior written consent, or to make the Borrower Seller a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Deal Agent’s 's consent.

Authorization of the Servicer. The Borrower Each of the Borrower, each Lender and the Facility Agent on behalf of the Lenders hereby authorizes the Servicer (including any successor thereto) ), to take any and all reasonable steps as it shall determine in its name and on its behalf of each or any of the foregoing necessary or desirable and not inconsistent with the pledge of the Collateral to the Agent for the benefit of the Secured Parties, in the determination of the Servicer, Transferred Loans (i) to collect all amounts due under any and all ReceivablesTransferred Loans, including, without limitation, including endorsing the Borrower’s name any of their names on checks and other instruments representing Collections, executing (ii) to execute and delivering deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of Transferred Loans and (iii) with respect to any Receivable delinquent Transferred Loan and to the extent permitted under and in compliance with applicable law and regulationsApplicable Law, to commence proceedings with respect to enforcing payment of thereof, to the same extent as the Originator could have done if it had -45- continued to own such Receivable and adjusting, settling or compromising the account or payment thereof in each case in accordance with the terms and provisions of this Agreement and the Credit and Collection Policies and ProceduresLoan. The Borrower shall furnish the related Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the ability to collect collectibility of the ReceivablesTransferred Loans. In no event shall a the Servicer be entitled to make the Borrower, any Lender or Agent, the Collateral Custodian, the Securities Custodian or the Facility Agent a party to any litigation without such party’s express prior written consent, or to make the Borrower a party to any litigation (other than any routine foreclosure or similar collection procedure) without the Facility Agent’s consentconsent and notice to the Rating Agency.

Authorization of the Servicer. (a) The Borrower and the Agent on behalf of the Lenders Seller hereby authorizes the Servicer (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 pledge of the Collateral to the Agent for the benefit of the Secured Parties, in the determination of the Servicer, to collect all amounts due under any and all ReceivablesLoans (but only to the extent such collections are made in accordance with applicable law), including, without limitation, by endorsing the Borrower’s name on all checks and other instruments representing Collectionscollections thereon, executing and delivering any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, instruments with respect to the Receivables Loan Collateral and, after the delinquency of any Receivable Loans and to the extent permitted under and in compliance with applicable law and regulationslaw, to commence proceedings with respect to enforcing payment of such Receivable and adjusting, settling or compromising the account or payment thereof in each case in accordance with the terms and provisions of this Agreement and the Credit and Collection Policies and Proceduresthereof. The Borrower shall furnish the related Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate Seller hereby agrees to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the ability to collect collectibility of the ReceivablesLoans and Loan Collateral. In no event shall a the Servicer be entitled to make the Seller or any Lender or the Agent affiliate thereof a party to any litigation without such party’s express prior written consent. After the Escrow Termination has occurred, at the direction of the Seller, the Servicer shall take such action as the Seller may deem necessary or advisable to enforce collection of the Loans and Loan Collateral, including, without limitation. notifying any Obligor with respect to any Loans directing such Obligor to make payments of all amounts due or to make become due directly to the Borrower a Seller or any servicer, collection agent or lock-box or other account designated by the Seller. If the Servicer or any other party to hereto receives any litigation without payments or other amounts in respect of the Agent’s consentLoans in connection with the actions described above or otherwise following the Escrow Termination, it shall promptly remit such amounts in accordance with the directions of the Seller.

Authorization of the Servicer. The Borrower and the Agent on behalf of the Lenders Seller hereby authorizes the Servicer (including any successor successors thereto) to take any and all reasonable steps in its name and on its behalf necessary or desirable and not inconsistent with the pledge sale of the Collateral Purchased Receivables to the Agent for the benefit of the Secured PartiesPurchaser, in the determination of the ServicerServicer as the case may be, to collect all amounts due under any and all ReceivablesPurchased Receivables and process all Collections and related Remittance Advices. The Servicer shall process such Collections and related Remittance Advices within five Business Days of receipt thereof. Further, includingthe Servicer is authorized, without limitation, endorsing the Borrower’s name on checks and other instruments representing Collections, 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 Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable law and regulations, to commence proceedings with respect to enforcing payment of such Receivable Purchased Receivables and the related Contracts, and adjusting, settling or compromising the account or payment thereof in each case in accordance with thereof, to the terms and provisions of this Agreement and same extent as the Credit and Collection Policies and ProceduresSeller could have done if it had continued to own such Receivable. The Borrower Seller shall furnish the related Servicer (and any successors thereto) with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder, and shall cooperate with the Servicer to the fullest extent in order to ensure the ability collectibility of the Purchased Receivables. Notwithstanding anything to collect the Receivablescontrary contained herein, the Servicer shall have the absolute and unlimited right to direct the Subservicer to commence or settle any legal action to enforce collection of any Purchased Receivable or to foreclose upon, repossess or take any other action which the Servicer deems necessary or advisable with respect thereto. In no event shall a Servicer the Subservicer be entitled to make any Lender the Purchaser or the Agent Servicer a party to any litigation without such party’s 's express prior written consent, or to make the Borrower a party to any litigation without the Agent’s consent.