Common use of Delegation of Authority to Act; Specified Actions Clause in Contracts

Delegation of Authority to Act; Specified Actions. 3.4.1 Subject to Section 3.1 and Section 3.2, Xxxxx Bank hereby grants to the Bank Assets Purchaser and Xxxxx Trust Company hereby grants to the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3), as Servicer hereunder, (a) the full right, power and authority to take any action (including any Specified Action) or to omit to take any action (including any Specified Action); provided that no such action or omission shall be taken unless it would be authorized if taken or omitted to be taken by the applicable Seller under the applicable Serviced Corporate Trust Contracts, and (b) all other rights, powers and entitlements of the Sellers under such Serviced Corporate Trust Contracts. In the event the parties identify any duties or obligations that are non-delegable under applicable Law or pursuant to the terms of the Serviced Corporate Trust Contracts, the parties agree to cooperate in good faith to determine how such duties or obligations are to be satisfied in a way to effect the original intent of the parties that the Purchasers have acquired the Business (and control thereof) and are entitled to receive the economic benefits and obligated to bear the economic burdens of the Serviced Appointments. 3.4.2 On the Closing Date, Xxxxx Bank shall execute and deliver to the Bank Assets Purchaser one or more legal powers of attorney in favor of the Bank Assets Purchaser and Xxxxx Trust Company shall execute and deliver to the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3) one or more legal powers of attorney in favor of the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3), in each case, in form and content necessary and effective to authorize such persons to take any action (including any Specified Action) or to omit to take any action (including any Specified Action) and to execute documents or other papers in the applicable Seller’s place and stead, to the fullest extent necessary or appropriate for each applicable Purchaser to exercise the powers and perform the duties provided for hereunder, and following the Closing, the Sellers shall use reasonable best efforts to take all other such actions and execute such other documents as the Purchasers may from time to time reasonably request in order for them to exercise the powers and perform the duties provided for hereunder. For purposes of this Agreement, and without limiting the grant of authority in the preceding sentence, “Specified Action” means any action (including any determination to take no action) with respect to a Serviced Appointment, including any action (or determination to take no action) requiring or permitting the exercise of judgment in connection with decisions between or among alternative courses of action, which may include determinations with respect to the following:

Delegation of Authority to Act; Specified Actions. 3.4.1 Subject to Section 3.1 and Section 3.2, Xxxxx Bank hereby grants to the Bank Assets Purchaser and Xxxxx Trust Company hereby grants to the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3), as Servicer hereunder, (a) the full right, power and authority to take any action (including any Specified Action) or to omit to take any action (including any Specified Action); provided that no such action or omission shall be taken unless it would be authorized if taken or omitted to be taken by the applicable Seller under the applicable Serviced Corporate Trust Contracts, and (b) all other rights, powers and entitlements of the Sellers under such Serviced Corporate Trust Contracts. In the event the parties identify any duties or obligations that are non-delegable under applicable Law or pursuant to the terms of the Serviced Corporate Trust Contracts, the parties agree to cooperate in good faith to determine how such duties or obligations are to be satisfied in a way to effect the original intent of the parties that the Purchasers have acquired the Business (and control thereof) and are entitled to receive the economic benefits and obligated to bear the economic burdens of the Serviced Appointments. 3.4.2 On the Closing Date, Xxxxx Bank shall execute and deliver to the Bank Assets Purchaser one or more legal powers of attorney in favor of the Bank Assets Purchaser and Xxxxx Trust Company shall execute and deliver to the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3) one or more legal powers of attorney in favor of the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3), in each case, in form and content necessary and effective to authorize such persons to take any action (including any Specified Action) or to omit to take any action (including any Specified Action) and to execute documents or other papers in the applicable Seller’s 's place and stead, to the fullest extent necessary or appropriate for each applicable Purchaser to exercise the powers and perform the duties provided for hereunder, and following the Closing, the Sellers shall use reasonable best efforts to take all other such actions and execute such other documents as the Purchasers may from time to time reasonably request in order for them to exercise the powers and perform the duties provided for hereunder. For purposes of this Agreement, and without limiting the grant of authority in the preceding sentence, “"Specified Action” " means any action (including any determination to take no action) with respect to a Serviced Appointment, including any action (or determination to take no action) requiring or permitting the exercise of judgment in connection with decisions between or among alternative courses of action, which may include determinations with respect to the following: (a) the release or subordination of any lien on assets pledged to secure any Securities; (b) the sale or other disposition of any assets underlying or pledged to secure any Securities; (c) the creation or imposition of any Encumbrance (other than Encumbrances created by the Serviced Corporate Trust Contracts) upon any assets underlying or pledged to secure any Securities; (d) the acceptance of any substitute collateral pledged for or assets underlying any Securities; (e) the acceptance of any substitute credit enhancement or liquidity facility (such as a replacement letter of credit, replacement standby bond purchase agreement or a reserve fund to be substituted for a letter of credit) for any Securities; (f) the removal of any trustee, custodian or servicer (other than the Sellers) or any agent of a trustee, issuer, seller, servicer, depositor or any other person that is a party to any Serviced Corporate Trust Contract (whether or not for cause) or to determine whether there is sufficient cause to remove any such person; (g) any waiver, amendment or modification of the terms of any Serviced Corporate Trust Contract, or any termination thereof; (h) any defeasance of obligations in respect of any Securities; (i) any plan of liquidation of a grantor or pass-through trust or other issuer of Securities; (j) the approval of the amount or kind of indemnity given or Security pledged, for the benefit of the Sellers; (k) the release of any documents from any custody arrangement established for the direct or indirect benefit of Securityholders; (l) taking any action that is not prohibited under any applicable Serviced Corporate Trust Contract requiring the exercise of discretion (either in carrying out the action or in deciding whether to take the action) that is requested by a party to such Serviced Corporate Trust Contract or any Securityholder(s) that is not required to be taken under the terms of such Serviced Corporate Trust Contract; (m) taking any other action related to a default or the sending of default notices to issuers or Securityholders; or (n) taking any other action of a nature similar to any of the foregoing. 3.4.3 Nothing contained in this Section 3.4 shall be construed to divest the Sellers of any power or authority in respect of any Serviced Appointment that applicable Law would not permit the Sellers to divest. 3.4.4 In the case of any action by the Purchasers in respect of a Serviced Appointment that requires related documentation to be executed by the Sellers, the Purchasers shall, at their sole expense (as between the Sellers and the Purchasers), promptly prepare or cause to be prepared such documentation and shall deliver such documentation to the applicable Seller, and the applicable Seller shall promptly execute and deliver such documentation to the Purchasers. 3.4.5 Subject to the terms of the Corporate Trust Contracts and applicable Law, the Sellers shall provide such cooperation and assistance as may be reasonably requested by a Purchaser in connection with demonstrating to a third party the Purchasers' authority to perform the Serviced Duties and take actions that are authorized under this Agreement. 3.4.6 The Sellers shall promptly notify the Purchasers of any instructions received by the Sellers pursuant to the Corporate Trust Contracts, including from any issuer, depositor, servicer or other party thereto or any Securityholders. The instructions contemplated by this Section 3.4.6 shall not be instructions of the Sellers for purposes of Section 8.2.

Delegation of Authority to Act; Specified Actions. 3.4.1 Subject to Section 3.1 and Section 3.2, Xxxxx Bank hereby grants to the Bank Assets Purchaser and Xxxxx Trust Company hereby grants to the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3), as Servicer hereunder, (a) the full right, power and authority to take any action (including any Specified Action) or to omit to take any action (including any Specified Action); provided that no such action or omission shall be taken unless it would be authorized if taken or omitted to be taken by the applicable Seller under the applicable Serviced Corporate Trust Contracts, and (b) all other rights, powers and entitlements of the Sellers under such Serviced Corporate Trust Contracts. In the event the parties identify any duties or obligations that are non-delegable under applicable Law or pursuant to the terms of the Serviced Corporate Trust Contracts, the parties agree to cooperate in good faith to determine how such duties or obligations are to be satisfied in a way to effect the original intent of the parties that the Purchasers have acquired the Business (and control thereof) and are entitled to receive the economic benefits and obligated to bear the economic burdens of the Serviced Appointments.taken 3.4.2 On the Closing Date, Xxxxx Bank shall execute and deliver to the Bank Assets Purchaser one or more legal powers of attorney in favor of the Bank Assets Purchaser and Xxxxx Trust Company shall execute and deliver to the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3) one or more legal powers of attorney in favor of the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3), in each case, in form and content necessary and effective to authorize such persons to take any action (including any Specified Action) or to omit to take any action (including any Specified Action) and to execute documents or other papers in the applicable Seller’s place and stead, to the fullest extent necessary or appropriate for each applicable Purchaser to exercise the powers and perform the duties provided for hereunder, and following the Closing, the Sellers shall use reasonable best efforts to take all other such actions and execute such other documents as the Purchasers may from time to time reasonably request in order for them to exercise the powers and perform the duties provided for hereunder. For purposes of this Agreement, and without limiting the grant of authority in the preceding sentence, “Specified Action” means any action (including any determination to take no action) with respect to a Serviced Appointment, including any action (or determination to take no action) requiring or permitting the exercise of judgment in connection with decisions between or among alternative courses of action, which may include determinations with respect to the following:: (a) the release or subordination of any lien on assets pledged to secure any Securities; (b) the sale or other disposition of any assets underlying or pledged to secure any Securities; (c) the creation or imposition of any Encumbrance (other than Encumbrances created by the Serviced Corporate Trust Contracts) upon any assets underlying or pledged to secure any Securities; (d) the acceptance of any substitute collateral pledged for or assets underlying any Securities;