Designation of Master Servicer. (a) Cadmus as Initial Master Servicer. The servicing, administering and collection of the Pool Receivables shall be conducted by the Person designated as Master Servicer hereunder from time to time in accordance with this Section 8.1. Until the Agent, on the Purchaser's behalf, gives to Cadmus a Successor Notice (as defined in Section 8.1(b)), Cadmus is hereby designated as, and hereby agrees to perform the duties and obligations of, the Master Servicer pursuant to the terms hereof. Each of the Originators named in the Sale Agreement, agrees to act as subservicer for the purpose of performing certain duties and obligations with respect to all Receivables purchased by the Seller from such Originator pursuant to the terms of the Sale Agreement. In so acting as subservicer, each of such Originators shall comply with, and agrees to be bound by, all of the terms and provisions of this Agreement applicable to such Originator in the performance of its duties as subservicer; provided, however, that each such Originator (i) shall cease to act as subservicer upon the Agent's delivery of a Successor Notice to Cadmus (with a copy to each such Originator), (ii) shall not be entitled to receive any Servicer's Fee provided for herein, and (iii) shall not be bound by, or be deemed to have made, any of the representations, warranties or covenants in Articles V and VI applicable to the "Seller Parties," except as expressly provided in the Sale Agreement.
Designation of Master Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Master Servicer”) so designated from time to time in accordance with this Section 6.
1. TPX is hereby designated as, and hereby agrees to perform the duties and obligations of, Master Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of a Facility Termination Event, the Required Lenders may designate as Master Servicer any Person to succeed TPX or any successor Servicer.
(b) TPX, in its capacity as Master Servicer, may delegate to the Originators, as sub-Servicers of Master Servicer, its duties and responsibilities as Master Servicer hereunder in respect of the Receivables originated by such Originators. Without the prior written consent of the Required Lenders, Master Servicer shall not be permitted to delegate any of its duties or responsibilities as Master Servicer to any Person other than (i) the Originators, and (ii) with respect to certain Charged-Off Receivables, outside collection agencies or collection attorneys in accordance with its customary practices. Borrower shall not be permitted to further delegate to any other Person any of the duties or responsibilities of Master Servicer delegated to it by TPX. If at any time following the occurrence of a Facility Termination Event, the Required Lenders shall designate as Master Servicer any Person other than TPX, all duties and responsibilities theretofore delegated by TPX to Borrower or any Originator may, at the discretion of the Required Lenders, be terminated forthwith on notice given by the Required Lenders to TPX and to Borrower.
(c) Notwithstanding the foregoing subsection (b), (i) Master Servicer shall be and remain primarily liable to the Administrative Agent and the Lenders for the full and prompt performance of all duties and responsibilities of Master Servicer hereunder and (ii) the Administrative Agent and the Lenders shall be entitled to deal exclusively with Master Servicer in matters relating to the discharge by Master Servicer of its duties and responsibilities hereunder. The Administrative Agent and the Lenders shall not be required to give notice, demand or other communication to any Person other than Master Servicer in order for communication to Master Servicer and its sub-Servicer or other delegate with respect thereto to be accomplished. Master Servicer, at all times that it is Master Servicer, shall be responsible ...
Designation of Master Servicer. 17 5.3 Duties of the Master Servicer................................................................. 18
Designation of Master Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Master Servicer”) so designated from time to time in accordance with this Section 8.1.
Designation of Master Servicer. The servicing, administration and collection of the Portfolio Receivables shall be conducted by the Master Servicer so designated under the Servicing Agreement from time to time. If the Applicable S&P Rating is below “BBB-” (or withdrawn or suspended) and the Applicable Xxxxx’x Rating is below “Baa3” (or withdrawn or suspended), then the Administrative Agent (at the direction of any Purchaser) may appoint a back-up servicer reasonably acceptable to the Administrative Agent hereunder and under the other Transaction Documents at the reasonable expense of the Master Servicer. Such back-up servicer must agree to commence servicing within five Business Days of receipt of notice to succeed the Master Servicer. The Master Servicer shall cooperate with such appointment and take all actions reasonably requested by the Administrative Agent or any Purchaser Agent in connection therewith. The back-up servicer shall be appointed within 3 calendar months of such downgrade (but, for the avoidance of doubt, any failure to appoint a back-up servicer within such timeframe shall not constitute a Facility Termination Event).
Designation of Master Servicer. 60 Section 10.2 Duties of the Master Servicer: Subservicers................................................................ 62 Section 10.3 Collection Responsibilities; Receivable Modifications............................................................... 65 Section 10.4 Maintenance of Insurance........................................................ 66 Section 10.5 Assumption and Substitution Agreements.......................................... 67 Section 10.6 Realization Upon Defaulted Receivables.......................................... 67 Section 10.7 Payment of Fees and Expenses of Agent: No Offset................................................................... 68 Section 10.8 Servicing Fee................................................................... 68 Section 10.9 Representations and Warranties as to the Master Servicer............................................................. 69 Section 10.10 Existence; Status as Master Servicer; Merger...................................................................... 70 Section 10.11 Performance of Obligations.......................................... 71 Section 10.12 Liability of the Master Servicer: Indemnities................................................................ 71
Designation of Master Servicer. (a) The servicing, administering and collection of the Receivables shall be conducted by the Master Servicer designated from time to time in accordance with this Section. Until the Agent (acting upon the direction of the Required Purchasers) gives notice (the "Successor Notice") to the Seller and the Master Servicer of the designation of a new Master Servicer, JELD-WEN is hereby designated as, and hereby agrees to perform the duties and obligations of, Master Servicer in accordance with the terms of this Agreement. The Agent and the Purchasers agree not to provide the Seller and the Master Servicer with a Successor Notice unless(i)a Termination Event shall have occurred and be continuing or (ii) the Seller or the Master Servicer, as the case may be, shall fail to perform or observe any term, covenant or agreement contained in Sections 8.01, 8.02, 9.01 or 9.02 or this Article and such failure shall remain unremedied for five Business Days after written notice thereof shall have been given to the Seller and the Master Servicer by the Agent.
(b) Upon receipt of a Successor Notice or upon resignation of the Master Servicer pursuant to Section 10.01(c), the Master Servicer will take such actions as are necessary to best facilitate the transition of the performance of the Master Servicer's activities to the new Master Servicer and the Seller and Master Servicer shall use their best efforts to assist the new Master Servicer to assume and perform the duties of the Master Servicer hereunder. Without limiting the foregoing, the Master Servicer agrees that:
(i) the Agent may direct any Obligors to make payment of all amounts payable under any Receivables directly to the Agent or the new Master Servicer or through the Lock Box Network;
Designation of Master Servicer. 48 Section 11.6 Termination................................................... 48 Section 11.7 Master Servicer Events of Default............................. 48 ARTICLE XII ADMINISTRATOR
Designation of Master Servicer. Borrower agrees not to designate any Person other than Covenant Nevada as Master Servicer without the prior written consent of Administrator.
Designation of Master Servicer. Consistent with the Transferee’s ownership of the Acquired Receivables and Receivables Property related thereto, the Transferor acknowledges and agrees that the servicing, administration and collection of the Acquired Receivables and Receivables Property related thereto shall be the responsibility and right of the Transferee and its assigns. The Transferee has advised the Transferor that (a) the Transferee has conveyed and will convey its right, title and interest in the Acquired Receivables and the Receivables Property related thereto to the Administrative Agent on behalf of the Purchasers and the Transferee has also granted and will grant a security interest therein to the Administrative Agent, for the benefit of the Secured Parties under and pursuant to the Receivables Transfer Agreement and (b) the servicing, administration and collection of the Acquired Receivables, and Receivables Property shall be conducted by the Person designated as the Master Servicer pursuant to the Servicing Agreement from time to time. Pursuant to the Servicing Agreement (i) the Transferee has requested Bxxxx Finance B.V., and Bxxxx Finance B.V. has agreed that it will, act as the initial Master Servicer and (ii) Bxxxx Finance B.V. has appointed each Seller to act as its Sub-Servicer with respect to the Acquired Receivables originated by such Seller and the Receivables Property related thereto and each Seller has accepted such appointment.
