Common use of Designation of Master Servicer Clause in Contracts

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 for providing any sub-Servicer or other delegate of Master Servicer with any notice given to Master Servicer under this 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. 16.1. TPX is hereby designated as, and hereby xxxxxx 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 for providing any sub-Servicer or other delegate of Master Servicer with any notice given to Master Servicer under this 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. 19.01 to the extent provided herein. TPX is The Buyer hereby designated designates RGHI as, and RGHI hereby agrees to perform the duties and obligations of, the Master Servicer pursuant to the terms of this Agreement and the Receivables Loan and Security Agreement. At The Administrative Agent may, at any time after the occurrence and during the continuance continuation of a Facility Termination Event, the Required Lenders may designate as Master Servicer any Person to succeed TPX RGHI or any successor Master 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 LendersAdministrative Agent, Master Servicer which consent shall not be unreasonably withheld or delayed, RGHI shall not be permitted to delegate any of its duties or responsibilities as Master Servicer to any Person that is not an Affiliate of RGHL other than (i) the Originatorsthan, and (ii) with respect to certain Chargedany Charge-Off ReceivablesOff, outside collection agencies or collection attorneys in accordance with its customary practices. Borrower Notwithstanding the foregoing, RGHI shall not be permitted (i) to further appoint any Seller as the Subservicer for such Seller’s respective Receivables Pool and to 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 its duties and responsibilities theretofore delegated by TPX with respect to Borrower such Receivables Pool to such Subservicer and (ii) to delegate its duties and responsibilities hereunder and under the other Transaction Documents (including the delivery of any reports or any Originator may, at certificates) to the discretion of the Required Lenders, be terminated forthwith on notice given by the Required Lenders to TPX and to BorrowerLux Manager. (c) Notwithstanding the foregoing subsection (b), for so long as RGHI is acting as the Master Servicer (i) Master Servicer RGHI 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 the Master Servicer hereunder and (ii) the parties hereto and the Administrative Agent and the Lenders shall be entitled to deal exclusively with Master Servicer RGHI in matters relating to the discharge by the Master Servicer of its duties and responsibilities hereunder. The hereunder (it being understood that the Administrative Agent shall only be permitted to give instructions and directions to the Master Servicer after the occurrence of a Termination Event). For so long as RGHI is acting as the Master Servicer (i) the parties hereto and the Lenders Administrative Agent shall not be required to give notice, demand or other communication to any Person other than Master Servicer RGHI in order for communication to the Master Servicer and its sub-Servicer Subservicers or other delegate with respect thereto to be accomplished. Master Servicer, at all times that it is Master Servicer, accomplished and (ii) RGHI shall be responsible for providing any sub-Servicer Subservicer or other delegate of the Master Servicer with any notice given to the Master Servicer under this Agreement.

Designation of Master Servicer. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Master Servicer”"MASTER SERVICER") so designated from time to time in accordance with this Section 68. 1. TPX Ralcorp is hereby designated as, and hereby agrees to perform the duties and obligations of, the Master Servicer pursuant to the terms of this Agreement. At The Agent may at any time after following the occurrence and during the continuance continuation of a Facility Termination an Amortization Event or Potential Amortization Event, the Required Lenders may designate as Master Servicer any Person to succeed TPX Ralcorp or any successor Master Servicer. (b) TPXRalcorp may delegate, in its capacity as Master Servicerand Ralcorp hereby advises the Purchasers and the Agent that it has delegated, may delegate to the other Originators, as sub-Servicers servicers of the Master ServicerServicer (the Originators in such capacity, "PERMITTED SUB-SERVICERS"), certain of its duties and responsibilities as Master Servicer hereunder in respect of the Receivables originated by such OriginatorsOriginator. Without the prior written consent of the Agent and the Required LendersFinancial Institutions, Master Servicer Ralcorp shall not be permitted to delegate any of its duties or responsibilities as Master Servicer to any Person other than (i) the other Originators, and (ii) with respect to certain Charged-Off Receivables, outside collection agencies or collection attorneys in accordance with its customary practices. Borrower No Permitted Sub-Servicer shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Master Servicer delegated to it by TPXRalcorp. If at any time following the occurrence of a Facility Termination Event, an Amortization Event the Required Lenders Agent shall designate as Master Servicer any Person other than TPXRalcorp, all duties and responsibilities theretofore delegated by TPX Ralcorp to Borrower or any Originator the Permitted Sub-Servicers may, at the discretion of the Required LendersAgent, be terminated forthwith on notice given by the Required Lenders Agent to TPX Ralcorp and to BorrowerSeller. (c) Notwithstanding the foregoing subsection (b), (i) Master Servicer Ralcorp shall be and remain primarily liable to the Administrative Agent and the Lenders Purchasers for the full and prompt performance of all duties and responsibilities of the Master Servicer hereunder and (ii) the Administrative Agent and the Lenders Purchasers shall be entitled to deal exclusively with Master Servicer Ralcorp in matters relating to the discharge by the Master Servicer of its duties and responsibilities hereunder. The Administrative Agent and the Lenders Purchasers shall not be required to give notice, demand or other communication to any Person other than the Master Servicer in order for communication to the Master Servicer and its subPermitted Sub-Servicer Servicers or other delegate with respect thereto to be accomplished. Master ServicerRalcorp, at all times that it is the Master Servicer, shall be responsible for providing any subthe Permitted Sub-Servicer Servicers or other delegate delegates of the Master Servicer with any notice given to the Master Servicer under this 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. 19.01 to the extent provided herein. TPX is The Buyer hereby designated designates RGHI as, and RGHI hereby agrees to perform the duties and obligations of, the Master Servicer pursuant to the terms of this Agreement and the Receivables Loan and Security Agreement. At The Administrative Agent may, or at the direction of the Majority Facility Agents shall, at any time after the occurrence and during the continuance continuation of a Facility Termination Event, the Required Lenders may designate as Master Servicer any Person to succeed TPX RGHI or any successor Master 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 LendersAdministrative Agent, Master Servicer which consent shall not be unreasonably withheld or delayed, RGHI shall not be permitted to delegate any of its duties or responsibilities as Master Servicer to any Person that is not an Affiliate of RGHL other than (i) the Originatorsthan, and (ii) with respect to certain Chargedany Charge-Off ReceivablesOff, outside collection agencies or collection attorneys in accordance with its customary practices. Borrower Notwithstanding the foregoing, RGHI shall not be permitted (i) to further appoint any Seller as the Subservicer for such Seller’s respective Receivables Pool and to 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 its duties and responsibilities theretofore delegated by TPX with respect to Borrower such Receivables Pool to such Subservicer and (ii) to delegate its duties and responsibilities hereunder and under the other Transaction Documents (including the delivery of any reports or any Originator may, at certificates) to the discretion of the Required Lenders, be terminated forthwith on notice given by the Required Lenders to TPX and to BorrowerNZ Manager. (c) Notwithstanding the foregoing subsection (b), for so long as RGHI is acting as the Master Servicer (i) Master Servicer RGHI 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 the Master Servicer hereunder and (ii) the parties hereto and the Administrative Agent and the Lenders shall be entitled to deal exclusively with Master Servicer RGHI in matters relating to the discharge by the Master Servicer of its duties and responsibilities hereunder. The hereunder (it being understood that the Administrative Agent shall only be permitted to give instructions and directions to the Master Servicer after the occurrence of a Termination Event). For so long as RGHI is acting as the Master Servicer (i) the parties hereto and the Lenders Administrative Agent shall not be required to give notice, demand or other communication to any Person other than Master Servicer RGHI in order for communication to the Master Servicer and its sub-Servicer Subservicers or other delegate with respect thereto to be accomplished. Master Servicer, at all times that it is Master Servicer, accomplished and (ii) RGHI shall be responsible for providing any sub-Servicer Subservicer or other delegate of the Master Servicer with any notice given to the Master Servicer under this 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. 18.1. TPX Ralcorp is hereby designated as, and hereby agrees to perform the duties and obligations of, the Master Servicer pursuant to the terms of this Agreement. At any time after following the occurrence and during the continuance continuation of a Facility Termination an Amortization Event or Potential Amortization Event, the Agent may, and shall at the direction of the Required Lenders may Funding Agents, designate as Master Servicer any Person to succeed TPX Ralcorp or any successor Master Servicer. (b) TPXRalcorp may delegate, in its capacity as Master Servicerand Ralcorp hereby advises the Purchasers and the Agent that it has delegated, may delegate to the other Originators, as sub-Servicers servicers of the Master ServicerServicer (the Originators in such capacity, “Permitted Sub-Servicers”), certain of its duties and responsibilities as Master Servicer hereunder in respect of the Receivables originated by such OriginatorsOriginator. Without the prior written consent of the Agent and the Required LendersFunding Agents, Master Servicer Ralcorp shall not be permitted to delegate any of its duties or responsibilities as Master Servicer to any Person other than (i) the other Originators, and (ii) with respect to certain Charged-Off Receivables, outside collection agencies or collection attorneys in accordance with its customary practices. Borrower No Permitted Sub-Servicer shall not be permitted to further delegate to any other Person any of the duties or responsibilities of the Master Servicer delegated to it by TPXRalcorp. If at any time following the occurrence of a Facility Termination Eventan Amortization Event the Agent shall, in accordance with the Required Lenders shall foregoing clause (a), designate as Master Servicer any Person other than TPXRalcorp, all duties and responsibilities theretofore delegated by TPX Ralcorp to Borrower or any Originator the Permitted Sub-Servicers may, at the discretion of the Agent (with the consent of the Required LendersFunding Agents), be terminated forthwith on notice given by the Required Lenders Agent to TPX Ralcorp and to BorrowerSeller. (c) Notwithstanding the foregoing subsection (b), (i) Master Servicer Ralcorp shall be and remain primarily liable to the Administrative Agent Agent, the Funding Agents and the Lenders Purchasers for the full and prompt performance of all duties and responsibilities of the Master Servicer hereunder and (ii) the Administrative Agent Agent, the Funding Agents and the Lenders Purchasers shall be entitled to deal exclusively with Master Servicer Ralcorp in matters relating to the discharge by the Master Servicer of its duties and responsibilities hereunder. The Administrative Agent and None of the Lenders Agent, the Funding Agents or the Purchasers shall not be required to give notice, demand or other communication to any Person other than the Master Servicer in order for communication to the Master Servicer and its subPermitted Sub-Servicer Servicers or other delegate with respect thereto to be accomplished. Master ServicerRalcorp, at all times that it is the Master Servicer, shall be responsible for providing any subthe Permitted Sub-Servicer Servicers or other delegate delegates of the Master Servicer with any notice given to the Master Servicer under this Agreement.