Common use of Holders Responsible for Servicing Specified Assets Clause in Contracts

Holders Responsible for Servicing Specified Assets. The Holders of each Series, by accepting their respective Certificates, will be deemed to have acknowledged and agreed that the Holders of such Series will administer, manage and control the Specified Assets allocated to the related Specified Interest. The Holders of each Series may engage one or more third party servicers to administer, manage and control the Specified Assets allocated to the related Specified Interest (with respect to any Series, a “Servicer”). The terms and conditions under which any Servicer will perform such functions will be set forth in an agreement appointing such Servicer (a “Servicing Agreement”). The Company or the Titling Company Registrar, on behalf of the Company, will be a party to or execute an acknowledgment and acceptance of each Servicing Agreement and of the appointment of the Servicer. The Holders of any Series may assign to the related Servicer any or all of the rights of the Holders under this Agreement and the related Certificates, including the rights granted to such Holders under Section 4.3(c), to be exercised in connection with the Servicer’s performance of its duties under the related Servicing Agreement, and the Company consents to such assignment. Each Servicing Agreement will set forth the duties and responsibilities of the related Servicer, including: (i) the standards the Servicer will be required to use to service and administer the related Specified Assets and maintain the accounts, records and computer systems pertaining to the related Specified Assets; (ii) the type, required coverages and principal terms of the insurance policies that the Servicer will maintain with respect to the related Specified Assets; and (iii) the appointment of a custodian of the Lease Files with respect to the related Specified Assets.

Holders Responsible for Servicing Specified Assets. The Holders of each Series, by accepting their respective Certificates, will be deemed to have acknowledged and agreed that the Holders of such Series will administer, manage and control the Specified Assets allocated to the related Specified Interest. The Holders of each Series may engage one or more third party servicers to administer, manage and control the Specified Assets allocated to the related Specified Interest (with respect to any Series, a “Servicer”). The terms and conditions under which any Servicer will perform such functions will be set forth in an agreement appointing such Servicer (a “Servicing Agreement”). The Company Titling Trust or the Titling Company RegistrarTrustee, on behalf of the CompanyTitling Trust, will be a party to or execute an acknowledgment and acceptance of each Servicing Agreement and of the appointment of the Servicer. The Holders of any Series may assign to the related Servicer any or all of the rights of the Holders under this Titling Trust Agreement and the related Certificates, including the rights granted to such Holders under Section 4.3(c), to be exercised in connection with the Servicer’s performance of its duties under the related Servicing Agreement, and the Company Titling Trust consents to such assignment. Each Servicing Agreement will set forth the duties and responsibilities of the related Servicer, including: (i) the standards the Servicer will be required to use to service and administer the related Specified Assets and maintain the accounts, records and computer systems pertaining to the related Specified Assets; (ii) the type, required coverages and principal terms of the insurance policies policies, if any, that the Servicer will maintain with respect to the related Specified Assets; and (iii) the appointment of a custodian of the Lease Files with respect to the related Specified Assets.

Holders Responsible for Servicing Specified Assets. The Holders of each Series, by accepting their respective Certificates, will be deemed to have acknowledged and agreed that the Holders of such Series will administer, manage and control the Specified Assets allocated to the related Specified Interest. The Holders of each Series may shall either (i) engage one or more third party servicers to administer, manage and control the Specified Assets allocated to the related Specified Interest (with respect to any Serieseach, a “Servicer”)) or (ii) consent to or approve the appointment of MBFS USA as Servicer pursuant to servicing agreements or supplements related thereto. The terms and conditions under which any Servicer will perform such functions its duties will be set forth in an agreement appointing such Servicer (together with any related supplements, each a “Servicing Agreement”). The Company or Except as otherwise provided in a Servicing Agreement, MBFS USA shall be the Servicer for the Specified Assets allocated to each Specified Interest, and at the Effective Time (1) the Titling Company RegistrarTrust Assets allocated to the Mercedes-Benz Retail Specified Interest will continue to be serviced under the Retail Servicing Agreement and the (2) the Titling Trust Assets allocated to the Mercedes-Benz Commercial Specified Interest will continue to be serviced under the Commercial Servicing Agreement, on behalf of the Company, in each case with no change in terms to either such agreement. The Titling Trust will be a party to or execute an acknowledgment and acceptance of each Servicing Agreement and of the appointment of the Servicer. The Holders of any Series may assign to the related Servicer any or all of the rights of the Holders under this Agreement and the related Certificates, including the rights granted to such Holders under Section 4.3(c), to be exercised in connection with the Servicer’s performance of its duties under the related Servicing Agreement, and the Company Titling Trust consents to such assignment. Each Servicing Agreement will set forth the duties and responsibilities of the related Servicer, including: (i) the standards the Servicer will be required to use to service and administer the related Specified Assets and maintain the accounts, records and computer systems pertaining to the related Specified Assets; (ii) the type, required coverages and principal terms of the insurance policies policies, if any, that the Servicer will maintain with respect to the related Specified Assets; and (iii) the appointment of a custodian of the Lease Files with respect to the related Specified Assets.

Holders Responsible for Servicing Specified Assets. The Holders of each Series, by accepting their respective Certificates, will be deemed to have acknowledged and agreed that the Holders of such Series will administer, manage and control the Specified Assets allocated to the related Specified Interest. The Holders of each Series may engage one or more third party servicers to administer, manage and control the Specified Assets allocated to the related Specified Interest (with respect to any Series, a “Servicer”“). The terms and conditions under which any Servicer will perform such functions will be set forth in an agreement appointing such Servicer (a “Servicing Agreement”). The Company Titling Trust or the Titling Company RegistrarTrustee, on behalf of the CompanyTitling Trust, will be a party to or execute an acknowledgment and acceptance of each Servicing Agreement and of the appointment of the Servicer. The Holders of any Series may assign to the related Servicer any or all of the rights of the Holders under this Titling Trust Agreement and the related Certificates, including the rights granted to such Holders under Section 4.3(c), to be exercised in connection with the Servicer’s performance of its duties under the related Servicing Agreement, and the Company Titling Trust consents to such assignment. Each Servicing Agreement will set forth the duties and responsibilities of the related Servicer, including: (i) the standards the Servicer will be required to use to service and administer the related Specified Assets and maintain the accounts, records and computer systems pertaining to the related Specified Assets; (ii) the type, required coverages and principal terms of the insurance policies policies, if any, that the Servicer will maintain with respect to the related Specified Assets; and (iii) the appointment of a custodian of the Lease Files with respect to the related Specified Assets.

Holders Responsible for Servicing Specified Assets. The Holders of each Series, by accepting their respective Certificates, will be deemed to have acknowledged and agreed that the Holders of such Series will administer, manage and control the Specified Assets allocated to the related Specified Interest. The Holders of each Series may engage one or more third party servicers to administer, manage and control the Specified Assets allocated to the related Specified Interest (with respect to any Series, a “Servicer”). The terms and conditions under which any Servicer will perform such functions will be set forth in an agreement appointing such Servicer (a “Servicing Agreement”). The Company or the Titling Company Registrar, on behalf of the Company, Trust will be a party to or execute an acknowledgment and acceptance of each Servicing Agreement and of the appointment of the Servicer. The Holders of any Series may assign to the related Servicer any or all of the rights of the Holders under this Agreement and the related Certificates, including the rights granted to such Holders under Section 4.3(c), to be exercised in connection with the Servicer’s performance of its duties under the related Servicing Agreement, and the Company Titling Trust consents to such assignment. Each Servicing Agreement will set forth the duties and responsibilities of the related Servicer, including: (i) the standards the Servicer will be required to use to service and administer the related Specified Assets and maintain the accounts, records and computer systems pertaining to the related Specified Assets; (ii) the type, required coverages and principal terms of the insurance policies policies, if any, that the Servicer will maintain with respect to the related Specified Assets; and (iii) the appointment of a custodian of the Lease Files with respect to the related Specified Assets.