Subservicing and Delegation of Duties Sample Clauses

Subservicing and Delegation of Duties. The Master Servicer may engage a sub-Servicer to perform some or all of its duties hereunder and may at any time perform specific duties as Master Servicer under this Agreement through sub-contractors; provided that, except as provided in respect to the Receivables Servicers pursuant to Section 6.4(d), no such subservicing, delegation or subcontracting shall relieve the Master Servicer of its responsibilities with respect to such duties, as to all of which the Master Servicer shall remain primarily responsible and the Master Servicer shall be solely responsible for the fees of any such sub-Servicers and sub-contractors.
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Subservicing and Delegation of Duties. The Master Servicer may engage a sub-Servicer to perform some or all of its duties hereunder and may at any time perform specific duties as Master Servicer under this Agreement through sub-contractors; provided that, except as provided in respect to the Receivables Servicer pursuant to Section 6.4(d), no such subservicing, delegation or subcontracting shall relieve the Master Servicer of its responsibilities with respect to such duties, as to all of which the Master Servicer shall remain primarily responsible and the Master Servicer shall be solely responsible for the fees of any such sub-Servicers and sub-contractors. The Master Servicer shall cause any sub-Servicer, including for this purpose any Reporting Subcontractor with respect to the Master Servicer, to comply with the provisions of Section 3.9 and 3.10 as if such sub-Servicer or Reporting Subcontractor were the Master Servicer.
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Subservicing and Delegation of Duties. The Servicer may, at any time without notice or consent, delegate (a) any or all of its duties (including, without limitation, its duties as custodian) under the Basic Documents to any of its Affiliates or (b) specific duties to sub-contractors who are in the business of performing such duties; provided that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuer and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. Without limiting the generality of the preceding paragraph, each of the Receivables Servicers will be subservicers pursuant to the terms and conditions of the applicable Receivables Servicing Agreement. The Issuer and the Servicer shall permit Ford Credit to repurchase Ford Credit Receivables that are Liquidated Receivables under the Ford Credit Servicing Agreement on the date such Ford Credit Receivables became Liquidated Receivables in return for a deferred repurchase amount equal to Liquidation Proceeds for such Ford Credit Receivables.
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Subservicing and Delegation of Duties. The Servicer may, at any time without notice or consent, delegate (a) any or all of its duties (including, without limitation, its duties as custodian) under the Basic Documents to any of its Affiliates or (b) specific duties to sub-contractors who are in the business of performing such duties; PROVIDED that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuer and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. Without limiting the generality of the preceding paragraph, each of the Receivables Servicers will be subservicers pursuant to the terms and conditions of the applicable Receivables Servicing Agreement.
Sample 1
Subservicing and Delegation of Duties. The Servicer may engage a subservicer to perform some or all of its duties hereunder and may at any time perform specific duties as servicer under this Agreement through sub-contractors; provided that no such subservicing, delegation or subcontracting shall relieve the Servicer of its responsibilities with respect to such duties, as to all of which the Servicer shall remain primarily responsible and the Servicer shall be solely responsible for the fees of any such subservicers and sub-contractors. Without limiting the generality of the preceding paragraph, the Servicer has engaged Ford Credit under the Ford Credit Receivables Servicing Agreements, GMAC under the GMAC Receivables Servicing Agreement, DCS under the DCS Receivables Servicing Agreements and the Data Administrator under the Data Administration Agreement. The Servicer shall promptly notify each Rating Agency of any material amendment to any Receivables Servicing Agreement. The Issuer and the Servicer shall permit Ford Credit to repurchase Liquidated Receivables (as defined in each Ford Credit Receivables Servicing Agreement) under Section 3.8 of each Ford Credit Receivables Servicing Agreement in return for the Deferred Repurchase Amount (as defined in each Ford Credit Servicing Agreement).
Sample 1
Subservicing and Delegation of Duties. The Servicer may engage a subservicer to perform some or all of its duties hereunder and may at any time perform specific duties as servicer under this Agreement through sub-contractors; provided that no such subservicing, delegation or subcontracting shall relieve the Servicer of its responsibilities with respect to such duties, as to all of which the Servicer shall remain primarily responsible and the Servicer shall be solely responsible for the fees of any such subservicers and sub-contractors. Without limiting the generality of the preceding paragraph, the Servicer has engaged Ford Credit under its Receivables Servicing Agreement, Volvo Finance under its Receivables Servicing Agreement, DCS under its Receivables Servicing Agreement and the Data Administrator under the Data Administration Agreement. The Servicer shall promptly notify each Rating Agency of any material amendment to any Receivables Servicing Agreement. The Issuer and the Servicer shall permit Ford Credit and Volvo Finance to repurchase Liquidated Receivables (as defined in the related Receivables Servicing Agreement) under Section 3.8 of the respective Receivables Servicing Agreement in return for the Defined Purchase Price (as defined in such Receivables Servicing Agreement).
Sample 1
Subservicing and Delegation of Duties. The Servicer may engage a subservicer to perform some or all of its duties hereunder and may at any time perform specific duties as servicer under this Agreement through sub-contractors; provided that no such subservicing, delegation or subcontracting shall relieve the Servicer of its responsibilities with respect to such duties, as to all of which the Servicer shall remain primarily responsible and the Servicer shall be solely responsible for the fees of any such subservicers and sub-contractors. Without limiting the generality of the preceding paragraph, the Servicer has engaged [ ] under its Receivables Servicing Agreement, [ ] under its Receivables Servicing Agreement, [ ] under its Receivables Servicing Agreement and the Data Administrator under the Data Administration Agreement. The Servicer shall promptly notify each Rating Agency of any material amendment to any Receivables Servicing Agreement. The Issuer and the Servicer shall permit [ ] and [ ] to repurchase Liquidated Receivables (as defined in the related Receivables Servicing Agreement) under Section 3.8 of the respective Receivables Servicing Agreement in return for the Defined Purchase Price (as defined in such Receivables Servicing Agreement).
Sample 1
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Related to Subservicing and Delegation of Duties

  • Assignment or Delegation of Duties by Master Servicer The Master Servicer shall not assign or transfer any of its rights, benefits or privileges under this Agreement to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer without the prior written consent of the Trustee, and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. Notwithstanding the foregoing, the Master Servicer shall have the right without the prior written consent of the Trustee (i) to assign its rights and delegate its duties and obligations hereunder; provided, however, that (a) the purchaser or transferee accepting such assignment or delegation is qualified to service mortgage loans for FNMA or FHLMC, is satisfactory to the Trustee, in the exercise of its reasonable judgment, and executes and delivers to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such purchaser or transferee of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer hereunder from and after the date of such agreement; and (b) each applicable Rating Agency's rating of any Certificates in effect immediately prior to such assignment, sale or transfer is not reasonably likely to be qualified, downgraded or withdrawn as a result of such assignment, sale or transfer and the Certificates are not reasonably likely to be placed on credit review status by any such Rating Agency; and (ii) to delegate to, subcontract with, authorize, or appoint an affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer under this Agreement and hereby agrees so to delegate, subcontract, authorize or appoint to an affiliate of the Master Servicer any duties, covenants or obligations to be performed and carried out by the Master Servicer to the extent that such duties, covenants or obligations are to be performed in any state or states in which the Master Servicer is not authorized to do business as a foreign corporation but in which the affiliate is so authorized. In no case, however, shall any permitted assignment and delegation relieve the Master Servicer of any liability to the Trustee or the Seller under this Agreement, incurred by it prior to the time that the conditions contained in clause (i) above are met.

  • Delegation of Duties The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

  • Assignment or Delegation of Duties by the Master Servicer Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer; provided, however, that the Master Servicer shall have the right with the prior written consent of the Depositor (which shall not be unreasonably withheld or delayed), and upon delivery to the Trustee and the Depositor of a letter from each Rating Agency to the effect that such action shall not result in a downgrade of the ratings assigned to any of the Certificates, to delegate or assign to or subcontract with or authorize or appoint any qualified Person to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer but in no event shall the fee payable to the successor master servicer exceed that payable to the predecessor master servicer.

  • BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs, and legal representatives, including any entity with which the Employer may merge or consolidate or to which all or substantially all of its assets may be transferred. The duties and covenants of the Executive under this Agreement, being personal, may not be delegated.

  • Assignment of Duties Executive shall have such duties as may be assigned to him from time to time by the Company's Board of Directors commensurate with his experience and responsibilities in the position for which he is employed pursuant to Section 1 above. Such duties shall be exercised subject to the control and supervision of the Board of Directors of the Company.

  • Administrative Duties of the Servicer SECTION 10.1. ADMINISTRATIVE DUTIES.

  • Subservicing Agreements and Successor Subservicer (a) The Servicer may enter into subservicing agreements for any servicing and administration of the Mortgage Loans with any institution which (i) is an approved Xxxxxx Xxx or Xxxxxxx Mac Seller/Servicer and (ii) which represents and warrants that it is in compliance with the laws of each state as necessary to enable it to perform its obligations under such subservicing agreement. For this purpose, subservicing shall not be deemed to include outsourcing routine tasks to third parties including, but not limited to, taxes, insurance, property inspection, reconveyance, collection or brokering REO Property. The Servicer shall give prior written notice to the Master Servicer and the Trustee of the appointment of any subservicer and shall furnish to the Master Servicer a copy of such subservicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Mortgage Loans immediately upon receipt by any subservicer of such payments. Any such subservicing agreement shall be consistent with and not violate the provisions of this Agreement. Each subservicing agreement shall provide that a successor servicer shall have the option to terminate such agreement without payment of any fees if the predecessor servicer is terminated or resigns. (b) The Servicer may terminate any subservicing agreement to which it is a party in accordance with the terms and conditions of such subservicing agreement and either itself directly service the related Mortgage Loans or enter into a subservicing agreement with a successor subservicer that qualifies under Section 7.04(a). (c) Notwithstanding any subservicing agreement or the provisions of this Agreement relating to agreements or arrangements between the Servicer and a subservicer or reference to actions taken through a subservicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Master Servicer and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions hereof without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements or by virtue of indemnification from the subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of the Servicer by such subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

  • POWERS AND DUTIES OF CUSTODIAN As custodian, the Custodian shall have and perform the powers and duties set forth in this Article II. Pursuant to and in accordance with Article IV hereof, the Custodian may appoint one or more Subcustodians (as hereinafter defined) to exercise the powers and perform the duties of the Custodian set forth in this Article II and references to the Custodian in this Article II shall include any Subcustodian so appointed.

  • Amendments to Servicing Agreement The Issuer covenants with the Indenture Trustee that it will not enter into any amendment or supplement to the Servicing Agreement without the prior written consent of the Indenture Trustee.

  • Terms of Appointment; Duties of the Bank 1.1 Subject to the terms and conditions set forth in this Agreement, each Trust, on behalf of its respective Funds, hereby employs and appoints the Bank to act as, and the Bank agrees to act as, its transfer agent for the authorized and issued shares of beneficial interest, no par value per share of the Funds (“Shares”), and as the Trust’s dividend disbursing agent. 1.2 The Bank agrees that it will perform the following services: (a) In accordance with the terms and conditions of the form of Participant Agreement, attached hereto as Exhibit A, the Bank shall: (i) Perform and facilitate the performance of purchases and redemption of Creation Units; (ii) Prepare and transmit by means of DTC’s book-entry system payments for dividends and distributions declared by each Trust on behalf of the applicable Fund; (iii) Maintain the record of the name and address of the Shareholder and the number of Shares issued by each Trust and held by the Shareholder; (iv) Record the issuance of Shares of each Trust and maintain a record of the total number of Shares of the Funds outstanding. The Bank shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each Trust; (v) Prepare and transmit to each Trust and any designated administrator and to any applicable securities exchange (as specified to the Bank by the Trust) information with respect to purchases and redemptions of Shares; (vi) On days that the Trusts may accept orders for purchases or redemptions, calculate and transmit to the Bank and the Trust’s administrator the number of outstanding Shares for each Fund; (vii) On days that the Trusts may accept orders for purchases or redemptions (pursuant to the Participant Agreement), transmit to the Bank, the Trusts and DTC the amount of Shares purchased on such day; (viii) Confirm to DTC the number of Shares issued to the Shareholder, as DTC may reasonably request; (ix) Prepare and deliver other reports, information and documents to DTC as DTC may reasonably request; (x) Extend the voting rights to the Shareholder and/or beneficial owners of Shares in accordance with the policies and procedures of DTC for book-entry only securities; (xi) Maintain those books and records of each Trust specified by the Trusts in Schedule A attached hereto; (xii) Prepare a monthly report of all purchases and redemptions during such month on a gross transaction basis. The monthly report shall show the counterpart and amount of each purchase on a daily basis net number of shares either redeemed or created for such Business Day; (xiii) Receive from the Distributor (as defined in the Participant Agreement) purchase orders from Authorized Participants (as defined in the Participant Agreement) for Creation Unit aggregations of Shares received in good form and accepted by or on behalf of each Trust by the Distributor, transmit appropriate trade instructions to the National Securities Clearance Corporation, if applicable, and pursuant to such orders issue the appropriate number of Shares of the applicable Fund and hold such Shares in the account of the Shareholder for each of the respective Funds of each Trust; (xiv) Receive from the Authorized Participants (as defined in the Participant Agreement) redemption requests, deliver the appropriate documentation thereof to The Bank of New York as custodian for each Trust, generate and transmit or cause to be generated and transmitted confirmation of receipt of such redemption requests to the Authorized Participants submitting the same; transmit appropriate trade instructions to the National Securities Clearance Corporation, if applicable, and redeem the appropriate number of Creation Unit Aggregations of Shares held in the account of the Shareholder; (xv) Confirm the name, U.S. taxpayer identification number and principal place of business of each Authorized Participant; and (b) In addition to, and neither in lieu nor in contravention of, the services set forth in the above paragraph (a), the Bank shall perform the customary services of a transfer agent and dividend disbursing agent, including, but not limited to: maintaining the account of the Shareholder, obtaining a list of DTC participants holding interests in the Global Certificate at the request of a Trust, mailing proxy materials, shareholder reports and prospectuses to the Shareholder or DTC participants or beneficial owners of Shares at the request of a Trust and those services set forth on Schedule A attached hereto. (c) The following shall be delivered to DTC for delivery to beneficial owners in accordance with the procedures for book-entry only securities of DTC: (i) Annual and semi-annual reports of the Trusts; (ii) Proxies, proxy statements and other proxy soliciting materials; (iii) Prospectus and amendments and supplements to the Prospectus, including stickers; and (iv) Other communications as may be required by law or reasonably requested by a Trust. (d) If the Shares are represented by individual Certificates, the Bank shall perform the services agreed to in writing by the Bank and the Trusts. (e) The Bank shall provide additional services (if any) on behalf of a Trust (i.e., escheatment services) which may be agreed upon in writing between a Trust and the Bank. (f) The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of each respective Trust and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to that Trust on and in accordance with its request.

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