Common use of APPOINTMENT OF A BACK-UP SERVICER Clause in Contracts

APPOINTMENT OF A BACK-UP SERVICER. 19.1 If the Servicer ceases to be assigned (a) a counterparty risk assessment of at least Baa3(cr) by Moody's or (b) a long term issuer default rating of at least BBB- by Fitch (or (i) such other lower risk assessment/rating which is consistent with the then current risk assessment/rating methodology of the relevant Rating Agency or (ii) such other lower risk assessment/rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would not have an adverse effect on the risk assessment/ratings of the Class A Notes or (iii) such other lower risk assessment/rating as the Note Trustee may (but shall not be obliged to) agree), the Servicer (with the assistance of the Back-Up Servicer Facilitator) shall use best efforts to enter into a back-up servicing agreement with a back-up servicer with suitable experience and credentials in such form as the Issuer and Security Trustee shall reasonably require on terms substantially the same as those set out in this Agreement (the Back-Up Servicer). 19.2 If the Servicer does not appoint a Back-Up Servicer within sixty (60) days of being required to do so by the Issuer pursuant to Clause 19.1 above, the Servicer shall immediately upon notice from the Issuer appoint as Back-Up Servicer such person as may be specified by the Issuer. The Servicer undertakes with the Issuer and the Security Trustee that the Issuer and the Security Trustee shall be entitled to exercise all of the powers, rights and discretions of the Back-Up Servicer at any time after the Issuer is entitled to require the Servicer to delegate its responsibilities in accordance with Clause 19.1 above.

APPOINTMENT OF A BACK-UP SERVICER. ‌ 19.1 If the Servicer ceases to be assigned (a) a counterparty risk assessment of at least Baa3(cr) by Moody's or (b) a long term issuer default rating of at least BBB- by Fitch (or (i) such other lower risk assessment/rating which is consistent with the then current risk assessment/rating methodology of the relevant Rating Agency or (ii) such other lower risk assessment/rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would not have an adverse effect on the risk assessment/ratings of the Class A Notes or (iii) such other lower risk assessment/rating as the Note Trustee may (but shall not be obliged to) agree), the Servicer (with the assistance of the Back-Up Servicer Facilitator) shall use best efforts to enter into a back-up servicing agreement with a back-up servicer with suitable experience and credentials in such form as the Issuer and Security Trustee shall reasonably require on terms substantially the same as those set out in this Agreement (the Back-Up Servicer). 19.2 If the Servicer does not appoint a Back-Up Servicer within sixty (60) days of being required to do so by the Issuer pursuant to Clause 19.1 above, the Servicer shall immediately upon notice from the Issuer appoint as Back-Up Servicer such person as may be specified by the Issuer. The Servicer undertakes with the Issuer and the Security Trustee that the Issuer and the Security Trustee shall be entitled to exercise all of the powers, rights and discretions of the Back-Up Servicer at any time after the Issuer is entitled to require the Servicer to delegate its responsibilities in accordance with Clause 19.1 above.

APPOINTMENT OF A BACK-UP SERVICER. 19.1 18.1 If the Servicer ceases to be assigned (a) a counterparty risk assessment of at least Baa3(cr) by Moody's or (b) a long term issuer default rating of at least BBB- by Fitch (or (i) such other lower risk assessment/rating which is consistent with the then current risk assessment/rating methodology of the relevant Rating Agency or (ii) such other lower risk assessment/rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would not have an adverse effect on the risk assessment/ratings of the Class A Notes or (iii) such other lower risk assessment/rating as the Note Trustee may (but shall not be obliged to) agree), the Servicer (with the assistance of the Back-Up Servicer Facilitator) shall use best efforts to enter into a back-up servicing agreement with a back-up servicer with suitable experience and credentials in such form as the Issuer and Security Trustee shall reasonably require on terms substantially the same as those set out in this Agreement (the Back-Up Servicer). 19.2 18.2 If the Servicer does not appoint a Back-Up Servicer within sixty (60) days of being required to do so by the Issuer pursuant to Clause 19.1 18.1 above, the Servicer shall immediately upon notice from the Issuer appoint as Back-Up Servicer such person as may be specified by the Issuer. The Servicer undertakes with the Issuer and the Security Trustee that the Issuer and the Security Trustee shall be entitled to exercise all of the powers, rights and discretions of the Back-Up Servicer at any time after the Issuer is entitled to require the Servicer to delegate its responsibilities in accordance with Clause 18.3 The Back-Up Servicer's appointment shall be irrevocable except that its appointment may be terminated by the Servicer provided that a replacement Back-Up Servicer is immediately appointed on the same terms as set out in this Clause 19.1 above18. 18.4 The Back-Up Servicer shall act as the agent and attorney of the Servicer in carrying out the Services and performing the covenants of the Servicer under this Agreement on behalf of the Servicer PROVIDED THAT: (a) it shall adhere to the Seller's Policy and any express instructions of the Servicer from time to time; (b) to the extent that the Back-Up Servicer cannot act within the Seller's Policy, it shall request the Servicer to give it instructions as to the appropriate course of action; (c) the terms of the appointment of the Back-Up Servicer shall require the Back-Up Servicer to undertake (unless the Security Trustee otherwise agrees) to the Issuer and the Security Trustee that, other than to the extent that they conflict with any instruction from the Servicer to the Back-Up Servicer, it shall use its reasonable endeavours to carry out its duties and obligations as Back-Up Servicer in such a way as to ensure that the Servicer performs and observes the Services and shall acknowledge that as between the Seller and the Borrowers, the Seller is responsible for the Services; (d) it shall have no power to: (i) set interest rates in respect of the Loans in accordance with Clause 4 (Issuer Standard Variable Rates); or (ii) determine the Seller's Policy, which shall remain the sole responsibility of the Servicer and or the Seller, as applicable, at all times prior to the termination of the Servicer's appointment; and (e) the Servicer shall remain responsible and liable to the Borrowers for its duties and obligations in respect of the Loans and Related Security except (as between the Servicer and Back-Up Servicer) to the extent any liability arises as a result of a breach of its duties by the Back-Up Servicer or its negligence or wilful default.

APPOINTMENT OF A BACK-UP SERVICER. 19.1 18.1 If the Servicer ceases to be assigned (a) a counterparty risk assessment of at least Baa3(cr) by Moody's Xxxxx'x or (b) a long term issuer default rating of at least BBB- by Fitch (or (i) such other lower risk assessment/rating which is consistent with the then current risk assessment/rating methodology of the relevant Rating Agency or (ii) such other lower risk assessment/rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would not have an adverse effect on the risk assessment/ratings of the Class A Notes or (iii) such other lower risk assessment/rating as the Note Trustee may (but shall not be obliged to) agree), the Servicer (with the assistance of the Back-Up Servicer Facilitator) shall use best efforts to enter into a back-up servicing agreement with a back-up servicer with suitable experience and credentials in such form as the Issuer and Security Trustee shall reasonably require on terms substantially the same as those set out in this Agreement (the Back-Up Servicer). 19.2 18.2 If the Servicer does not appoint a Back-Up Servicer within sixty (60) days of being required to do so by the Issuer pursuant to Clause 19.1 18.1 above, the Servicer shall immediately upon notice from the Issuer appoint as Back-Up Servicer such person as may be specified by the Issuer. The Servicer undertakes with the Issuer and the Security Trustee that the Issuer and the Security Trustee shall be entitled to exercise all of the powers, rights and discretions of the Back-Up Servicer at any time after the Issuer is entitled to require the Servicer to delegate its responsibilities in accordance with Clause 19.1 18.1 above. 18.3 The Back-Up Servicer's appointment shall be irrevocable except that its appointment may be terminated by the Servicer provided that a replacement Back-Up Servicer is immediately appointed on the same terms as set out in this Clause 18. 18.4 The Back-Up Servicer shall act as the agent and attorney of the Servicer in carrying out the Services and performing the covenants of the Servicer under this Agreement on behalf of the Servicer PROVIDED THAT: (a) it shall adhere to the Seller's Policy and any express instructions of the Servicer from time to time; (b) to the extent that the Back-Up Servicer cannot act within the Seller's Policy, it shall request the Servicer to give it instructions as to the appropriate course of action; (c) the terms of the appointment of the Back-Up Servicer shall require the Back-Up Servicer to undertake (unless the Security Trustee otherwise agrees) to the Issuer and the Security Trustee that, other than to the extent that they conflict with any instruction from the Servicer to the Back-Up Servicer, it shall use its reasonable endeavours to carry out its duties and obligations as Back-Up Servicer in such a way as to ensure that the Servicer performs and observes the Services and shall acknowledge that as between the Seller and the Borrowers, the Seller is responsible for the Services; (d) it shall have no power to: (i) set interest rates in respect of the Loans in accordance with Clause 4 (Issuer Standard Variable Rates); or (ii) determine the Seller's Policy, which shall remain the sole responsibility of the Servicer and or the Seller, as applicable, at all times prior to the termination of the Servicer's appointment; and (e) the Servicer shall remain responsible and liable to the Borrowers for its duties and obligations in respect of the Loans and Related Security except (as between the Servicer and Back-Up Servicer) to the extent any liability arises as a result of a breach of its duties by the Back-Up Servicer or its negligence or wilful default.

APPOINTMENT OF A BACK-UP SERVICER. 19.1 18.1 If the Servicer ceases to be assigned (a) a counterparty risk assessment of at least Baa3(cr) by Moody's or (b) a long term issuer default rating of at least BBB- by Fitch (or (i) such other lower risk assessment/rating which is consistent with the then current risk assessment/rating methodology of the relevant Rating Agency or (ii) such other lower risk assessment/rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would not have an adverse effect on the risk assessment/ratings of the Class A Notes or (iii) such other lower risk assessment/rating as the Note Trustee may (but shall not be obliged to) agree), the Servicer (with the assistance of the Back-Up Servicer Facilitator) shall use best efforts to enter into a back-up servicing agreement with a back-up servicer with suitable experience and credentials in such form as the Issuer and Security Trustee shall reasonably require on terms substantially the same as those set out in this Agreement (the Back-Up Servicer). 19.2 18.2 If the Servicer does not appoint a Back-Up Servicer within sixty (60) days of being required to do so by the Issuer pursuant to Clause 19.1 18.1 above, the Servicer shall immediately upon notice from the Issuer appoint as Back-Up Servicer such person as may be specified by the Issuer. The Servicer undertakes with the Issuer and the Security Trustee that the Issuer and the Security Trustee shall be entitled to exercise all of the powers, rights and discretions of the Back-Up Servicer at any time after the Issuer is entitled to require the Servicer to delegate its responsibilities in accordance with Clause 19.1 18.1 above. 18.3 The Back-Up Servicer's appointment shall be irrevocable except that its appointment may be terminated by the Servicer provided that a replacement Back-Up Servicer is immediately appointed on the same terms as set out in this Clause 18. 18.4 The Back-Up Servicer shall act as the agent and attorney of the Servicer in carrying out the Services and performing the covenants of the Servicer under this Agreement on behalf of the Servicer PROVIDED THAT: (a) it shall adhere to the Seller's Policy and any express instructions of the Servicer from time to time; (b) to the extent that the Back-Up Servicer cannot act within the Seller's Policy, it shall request the Servicer to give it instructions as to the appropriate course of action; (c) the terms of the appointment of the Back-Up Servicer shall require the Back-Up Servicer to undertake (unless the Security Trustee otherwise agrees) to the Issuer and the Security Trustee that, other than to the extent that they conflict with any instruction from the Servicer to the Back-Up Servicer, it shall use its reasonable endeavours to carry out its duties and obligations as Back-Up Servicer in such a way as to ensure that the Servicer performs and observes the Services and shall acknowledge that as between the Seller and the Borrowers, the Seller is responsible for the Services; (d) it shall have no power to: (i) set interest rates in respect of the Loans in accordance with Clause 4 (Issuer Standard Variable Rates); or (ii) determine the Seller's Policy, which shall remain the sole responsibility of the Servicer and or the Seller, as applicable, at all times prior to the termination of the Servicer's appointment; and (e) the Servicer shall remain responsible and liable to the Borrowers for its duties and obligations in respect of the Loans and Related Security except (as between the Servicer and Back-Up Servicer) to the extent any liability arises as a result of a breach of its duties by the Back-Up Servicer or its negligence or wilful default.

APPOINTMENT OF A BACK-UP SERVICER. 19.1 If the Servicer ceases to be assigned (a) a counterparty risk assessment of at least Baa3(cr) by Moody's or (b) a long term issuer default rating of at least BBB- by Fitch (or (i) such other lower risk assessment/rating which is consistent with the then current risk assessment/rating methodology of the relevant Rating Agency or (ii) such other lower risk assessment/rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would not have an adverse effect on the risk assessment/ratings of the Class A Notes or (iii) such other lower risk assessment/rating as the Note Trustee may (but shall not be obliged to) agree), the Servicer (with the assistance of the Back-Up Servicer Facilitator) shall use best efforts to enter into a back-up servicing agreement with w ith a back-up servicer with suitable experience and credentials in such form as the Issuer and Security Sec urity Trustee shall reasonably require on terms substantially the same as those set out in this Agreement (the Back-Up Servicer). 19.2 If the Servicer does not appoint a Back-Up Servicer within sixty (60) days of being required to do so by the Issuer pursuant to Clause 19.1 above, the Servicer shall immediately upon notice from the Issuer appoint as Back-Up Servicer such person as may be specified by the Issuer. The Servicer undertakes with the Issuer and the Security Trustee that the Issuer and the Security Trustee shall be entitled to exercise all of the powers, rights and discretions of the Back-Up Servicer at any time after the Issuer is entitled to require the Servicer to delegate its responsibilities in accordance with w ith Clause 19.1 above.