Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty (60) days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling. (b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failure), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.05, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B), 4.06(a)(ix), 4.06(a)(xi)(B), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, after the Assumption Date, will be within two (2) Business Days of receipt of such Collections with respect to cleared funds), 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) or 10.01(b). (c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 9 contracts
Samples: Backup Servicing Agreement (Credit Acceptance Corp), Backup Servicing Agreement (Credit Acceptance Corp), Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty thirty (6030) days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failure), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.05, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B), 4.06(a)(ix), 4.06(a)(xi)(B), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, after the Assumption Date, will be within two (2) Business Days of receipt of such Collections with respect to cleared funds), 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) or 10.01(b).
(c) The successor Servicer, if Computershare Trust CompanyXxxxx Fargo Bank, N.A. National Association or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 6 contracts
Samples: Backup Servicing Agreement (Credit Acceptance Corp), Backup Servicing Agreement (Credit Acceptance Corp), Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty (60) 30 days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Controlling Party, or the Trust Collateral Agent if both a Class A Insurer Default and the Indenture Trustee (acting at the written direction of the Majority Noteholders) a Backup Insurer Default have occurred and are continuing, of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “"Assumption Date”") and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the ServiceServicer-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.054.04, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B), 4.06(a)(ix), 4.06(a)(xi)(B4.06(a)(x), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s 's obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b), 5.01(c), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, SST after the Assumption Date, will be within two one (21) Business Days Day of receipt of such Collections with respect to cleared funds), and in all other cases will be within three (3) Business Days of receipt of such Collections, 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) 9.05 or 10.01(b).
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 3 contracts
Samples: Backup Servicing Agreement (Credit Acceptance Corporation), Backup Servicing Agreement (Credit Acceptance Corporation), Backup Servicing Agreement (Credit Acceptance Corporation)
Assumption of Servicer’s Obligations. (ai) The Backup Servicer agrees that within sixty (60) days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling.
(bii) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failure), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.05, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B), 4.06(a)(ix), 4.06(a)(xi)(B), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, after the Assumption Date, will be within two (2) Business Days of receipt of such Collections with respect to cleared funds), 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) or 10.01(b).
(ciii) The successor Servicer, if Computershare Trust CompanyXxxxx Fargo Bank, N.A. National Association or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 2 contracts
Samples: Backup Servicing Agreement (Credit Acceptance Corp), Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty thirty (6030) days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failure), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.05, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B), 4.06(a)(ix), 4.06(a)(xi)(B), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written 22650956.4 7 notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, after the Assumption Date, will be within two (2) Business Days of receipt of such Collections with respect to cleared funds), 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) or 10.01(b).
(c) The successor Servicer, if Computershare Trust CompanyXxxxx Fargo Bank, N.A. National Association or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 2 contracts
Samples: Backup Servicing Agreement, Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty thirty (6030) days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the ServiceServicer-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.054.04, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B4.06(a)(vi)(B), 4.06(a)(ix), 4.06(a)(xi)(B), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b)) , 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, after the Assumption Date, will be within two (2) Business Days of receipt of such Collections with respect to cleared funds), 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) 9.05 or 10.01(b).
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 2 contracts
Samples: Backup Servicing Agreement (Credit Acceptance Corp), Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty thirty (6030) days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the ServiceServicer-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.054.04, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B4.06(a)(vi)(B), 4.06(a)(ix), 4.06(a)(xi)(B), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b)) , 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, after the Assumption Date, will be within two (2) Business Days of receipt of such Collections with respect to cleared funds), 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) 9.05 or 10.01(b).
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 2 contracts
Samples: Backup Servicing Agreement (Credit Acceptance Corp), Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty (60) 30 days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Class A Insurer, or the Trust Collateral Agent if a Class A Insurer Default has occurred and the Indenture Trustee (acting at the written direction of the Majority Noteholders) is continuing, of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the ServiceServicer-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.054.04, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B4.06(a)(vi)(B), 4.06(a)(ix), 4.06(a)(xi)(B4.06(a)(x), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b), 5.01(c), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup ServicerWxxxx Fargo Bank, National Association, after the Assumption Date, will be within two one (21) Business Days Day of receipt of such Collections with respect to cleared funds, and in all other cases will be within three (3) Business Days of receipt of such Collections), 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) 9.05 or 10.01(b).
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corporation)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty thirty (6030) days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the ServiceServicer-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.054.04, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B4.06(a)(vi)(B), 4.06(a)(ix), 4.06(a)(xi)(B), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b)) , 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, after the Assumption Date, will be within two (2) Business Days of receipt of such Collections with respect to cleared funds), 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) 9.05 or 10.01(b).
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty on the date specified in accordance with the Loan Agreement (60) but in any event no later than 30 days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further noticeTermination Notice), the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Loan Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Loan Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform perform the other parties to this Agreement Service-Related Activities of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failure), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.05, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B), 4.06(a)(ix), 4.06(a)(xi)(B), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to Servicer under the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (Loan Agreement as expressly provided that the herein. The Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, after the Assumption Date, will be within two (2) Business Days of receipt of such Collections with respect to cleared funds), 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) or 10.01(b).
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have no obligation (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the terminated Servicer, (iiiii) no obligation to pay any taxes required to be paid by the terminated Servicer, (iviii) no obligation to pay any of the fees and expenses of any other party involved in this transaction including but not limited to the Borrower, (iv) to provide access to any party to any books and records other than those relating to the Contracts or Loans, (v) no liability to provide any indemnification except as expressly provided herein, or obligation (vi) to pay fees and expenses or perform such other duties of Servicer under any Transaction Document except as expressly provided herein.
(c) Following the Assumption Date, the Deal Agent, in its sole and absolute discretion, may terminate all of the Backup Servicer’s management, administrative, servicing and collection rights and obligations as Successor Servicer with respect to the Loans and Contracts upon ninety (90) days prior written notice (such notice, a “Discretionary Termination Notice”) of such termination to the Backup Servicer (any such termination of servicing, a “Discretionary Termination”). A Termination Fee equal to the product of three (3) times the Servicing Fee for the month in which the Discretionary Termination Notice is received shall be payable by the Borrower with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicersuch Discretionary Termination.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty thirty (6030) days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the ServiceServicer-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.054.04, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B4.06(a)(vi)(B), 4.06(a)(ix), 4.06(a)(xi)(B4.06(a)(x), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b), 5.01(c), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup ServicerXxxxx Fargo Bank, National Association, after the Assumption Date, will be within two one (21) Business Days Day of receipt of such Collections with respect to cleared funds, and in all other cases will be within three (3) Business Days of receipt of such Collections), 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) 9.05 or 10.01(b).
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty (60) 30 days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the ServiceServicer-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.054.04, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B4.06(a)(vi)(B), 4.06(a)(ix), 4.06(a)(xi)(B4.06(a)(x), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b), 5.01(c), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup ServicerXxxxx Fargo Bank, National Association, after the Assumption Date, will be within two one (21) Business Days Day of receipt of such Collections with respect to cleared funds, and in all other cases will be within three (3) Business Days of receipt of such Collections), 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) 9.05 or 10.01(b).
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty (60) 30 days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Class A Insurer, or the Trust Collateral Agent if a Class A Insurer Default has occurred and the Indenture Trustee (acting at the written direction of the Majority Noteholders) is continuing, of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “"Assumption Date”") and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the ServiceServicer-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.054.04, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B), 4.06(a)(ix), 4.06(a)(xi)(B4.06(a)(x), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s 's obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 4.15(b), 4.15(c), 5.01(b), 5.02 5.01(c), 5.02
(a) (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, SST after the Assumption Date, will be within two one (21) Business Days Day of receipt of such Collections with respect to cleared funds), and in all other cases will be within three (3) Business Days of receipt of such Collections, 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) 9.05 or 10.01(b).
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corporation)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty thirty (6030) days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of 22214810.5 which a Responsible Officer has written notice of such breach or failure), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.05, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B), 4.06(a)(ix), 4.06(a)(xi)(B), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, after the Assumption Date, will be within two (2) Business Days of receipt of such Collections with respect to cleared funds), 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) or 10.01(b).
(c) The successor Servicer, if Computershare Trust CompanyXxxxx Fargo Bank, N.A. or National Association and its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty (60) days (or such earlier number of days as may be agreed to by on the Backup Servicer) of receipt of a written notice from date specified in accordance with the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Loan Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Loan Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Loan Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Loan Agreement: Sections 3.02 2.13, 2.14, 4.2(b) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth detailed in Section 3.02 4.2 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c4.3, 4.5 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 4.5 of which a Responsible Officer has actual knowledge), 4.01(d)(i5.4(c), 4.01(d)(ii5.4(e), 4.05, 4.06(a)(iii5.4(f), 4.06(a)(v5.4(g) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 5.4(g) of which a Responsible Officer has actual knowledge), 4.06(a)(vii)(B5.4(i), 4.06(a)(ix5.4(j), 4.06(a)(xi)(B5.4(k) (only with respect to the Credit Guidelines), 4.06(b)(i5.5(a), 4.06(b)(ii5.5(b), 4.06(b)(v5.5(f) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property Collateral on behalf of the Secured Parties against the claims of third parties), 4.06(b)(vi5.5(i) (only with respect to the Credit Guidelines), 4.07 6.1(c), 6.2(e) (provided that the Deal Agent and any Lender may review the Backup Servicer’s collection and administration of the Loans, Dealer Agreements and Contracts two times per calendar year, at the expense of the party requesting such review, with prior written notice and without undue disruption of the Backup Servicer’s business before the occurrence of a Servicer Termination Event at a time after the Assumption Date, and the Deal Agent and any Lender may conduct such review, with prior written notice but otherwise without limitation, at the Servicer’s expense if the Servicer Termination Event is due to the actions of the current Servicer and otherwise at the expense of the party requesting such review, after the occurrence of a Servicer Termination Event at a time after the Assumption Date), 6.5(a) (provided that the Backup Servicer shall be obligated to inform responsible for all of the other parties to this Agreement obligations of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in 6.5(a) so long as it receives sufficient assistance from the manner described thereinBorrower), 4.11, 5.01(b6.5(b), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, after the Assumption Date, will be within two (2) Business Days of receipt of such Collections with respect to cleared funds6.5(c), 5.09(b6.6, 6.8, 6.9, 6.11(i) and 6.11(j); provided, 5.10(b)however, 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) or 10.01(b).
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required continue to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation obligated to perform any repurchase or advancing obligations, if any, the obligations imposed by Section 2.5 of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor ServicerAgreement.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty (60) days (or such earlier number of days as may be agreed to by on the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction date specified in accordance with Section 6.12 of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Loan Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Loan Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Loan Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Loan Agreement: Sections 3.02 2.13, 2.14, 4.2(b) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth detailed in Section 3.02 4.2 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c4.3, 4.5 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 4.5 of which a Responsible Officer has actual knowledge), 4.01(d)(i5.4(c), 4.01(d)(ii5.4(e), 4.05, 4.06(a)(iii5.4(f), 4.06(a)(v5.4(g) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 5.4(g) of which a Responsible Officer has actual knowledge), 4.06(a)(vii)(B5.4(i), 4.06(a)(ix5.4(j), 4.06(a)(xi)(B5.4(k) (only with respect to the Credit Guidelines), 4.06(b)(i5.5(a), 4.06(b)(ii5.5(b), 4.06(b)(v5.5(f) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property Collateral on behalf of the Secured Parties against the claims of third parties), 4.06(b)(vi5.5(i) (only with respect to the Credit Guidelines), 4.07 6.1(c), 6.2(a) (only with respect to the Credit Guidelines), 6.2(e) (provided that the Deal Agent and any Lender may review the Backup Servicer’s collection and administration of the Loans, Dealer Agreements and Contracts two times per calendar year, at the expense of the party requesting such review, with prior written notice and without undue disruption of the Backup Servicer’s business before the occurrence of a Servicer Termination Event at a time after the Assumption Date, and the Deal Agent and any Lender may conduct such review, with prior written notice but otherwise without limitation, at the Servicer’s expense if the Servicer Termination Event is due to the actions of the current Servicer and otherwise at the expense of the party requesting such review, after the occurrence of a Servicer Termination Event at a time after the Assumption Date), 6.5(a) (provided that the Backup Servicer shall be obligated to inform responsible for all of the other parties to this Agreement obligations of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in 6.5(a) so long as it receives sufficient assistance from the manner described thereinBorrower), 4.11, 5.01(b6.5(b), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, after the Assumption Date, will be within two (2) Business Days of receipt of such Collections with respect to cleared funds6.5(c), 5.09(b6.6, 6.8, 6.9, 6.11(i), 5.10(b)6.11(j) and 11.2; provided, 7.01however, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) or 10.01(b).
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required continue to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation obligated to perform any repurchase or advancing obligations, if any, the obligations imposed by Section 2.5 of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor ServicerAgreement.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty on the date specified in accordance with the Loan Agreement (60but in any event no later than thirty (30) days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further noticeTermination Notice), the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Loan Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Loan Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Loan Agreement: Sections 3.02 4.2(b) (provided that the Backup Servicer shall be obligated to inform the other parties to 5 this Agreement of breaches detailed in Section 4.2 of which a Responsible Officer has actual knowledge), 4.3, 4.5 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth detailed in Section 3.02 4.5 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c5.4(c), 4.01(d)(i5.4(e), 4.01(d)(ii5.4(f), 4.05, 4.06(a)(iii5.4(g) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 5.4(g) of which a Responsible Officer has actual knowledge), 4.06(a)(v5.4(i), 4.06(a)(vii)(B5.4(j), 4.06(a)(ix5.4(k) (only with respect to the Credit Guidelines), 4.06(a)(xi)(B5.5(a), 4.06(b)(i5.5(b), 4.06(b)(ii), 4.06(b)(v5.5(f) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in in, to and under the Trust Property Collateral on behalf of the Secured Parties against the claims of third parties), 4.06(b)(vi5.5(i) (only with respect to the Credit Guidelines), 4.07 6.1(c), 6.2(e) (provided that the Deal Agent and any Lender may review the Backup Servicer’s collection and administration of the Loans, Dealer Agreements and Contracts two times per calendar year, at the expense of the party requesting such review, with prior written notice and without undue disruption of the Backup Servicer’s business before the occurrence of a Servicer Termination Event at a time after the Assumption Date, and the Deal Agent and any Lender may conduct such review, with prior written notice but otherwise without limitation, at the Servicer’s expense if the Servicer Termination Event is due to the actions of the current Servicer and otherwise at the expense of the party requesting such review, after the occurrence of a Servicer Termination Event at a time after the Assumption Date), 6.5(a) (provided that the Backup Servicer shall be obligated to inform responsible for all of the other parties to this Agreement obligations of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in 6.5(a) so long as it receives sufficient assistance from the manner described thereinBorrower), 4.11, 5.01(b6.5(b), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, after the Assumption Date, will be within two (2) Business Days of receipt of such Collections with respect to cleared funds6.5(c), 5.09(b)6.6, 5.10(b)6.8 and 6.9; provided, 7.01however, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) or 10.01(b).
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required continue to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation obligated to perform any repurchase or advancing obligations, if any, the obligations imposed by Section 2.5 of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor ServicerAgreement.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty (60) days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failure), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.05, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B), 4.06(a)(ix), 4.06(a)(xi)(B), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, after the Assumption Date, will be within two (2) Business Days of receipt of such Collections with respect to cleared funds), 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) or 10.01(b).
(c) The successor Servicer, if Computershare Trust CompanyXxxxx Fargo Bank, N.A. National Association or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay 28307632.2 any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty thirty (6030) days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the ServiceServicer-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.054.04, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B4.06(a)(vi)(B), 4.06(a)(ix), 4.06(a)(xi)(B4.06(a)(x), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b), 5.01(c), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup ServicerWxxxx Fargo Bank, National Association, after the Assumption Date, will be within two one (21) Business Days Day of receipt of such Collections with respect to cleared funds, and in all other cases will be within three (3) Business Days of receipt of such Collections), 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) 9.05 or 10.01(b).
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty (60) 30 days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing AgreementDeal Agent, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Loan Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Loan Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Loan Agreement: Sections 3.02 2.14, 2.16, 4.2(b) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth detailed in Section 3.02 4.2 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c4.3, 4.5 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 4.5 of which a Responsible Officer has actual knowledge), 4.01(d)(i5.4(c), 4.01(d)(ii5.4(e), 4.05, 4.06(a)(iii5.4(f), 4.06(a)(v5.4(g) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 5.4(g) of which a Responsible Officer has actual knowledge), 4.06(a)(vii)(B5.4(i), 4.06(a)(ix5.4(j), 4.06(a)(xi)(B5.4(k) (only with respect to the Credit Guidelines), 4.06(b)(i5.4(m) (only with respect to Servicer’s obligation to provide written certification of a change in debt rating), 4.06(b)(ii5.5(a), 4.06(b)(v5.5(b), 5.5(f) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property Collateral on behalf of the Secured Parties against the claims of third parties), 4.06(b)(vi5.5(i) (only with respect to the Credit Guidelines), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b), 5.02 6.1(b) (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, Wxxxx Fargo after the Assumption Date, will be within two one (21) Business Days Day of receipt of such Collections with respect to cleared funds, and in all other cases will be within three (3) Business Days of receipt of such Collections), 5.09(b6.1(c), 5.10(b6.2(e) (provided that the Deal Agent and any Liquidity Agent may review the Backup Servicer’s collection and administration of the Loans, Dealer Agreements and Contracts two times per calendar year, at the expense of the party requesting such review, with prior written notice and without undue disruption of the Backup Servicer’s business before the occurrence of a Servicer Termination Event at a time after the Assumption Date, and the Deal Agent and any Liquidity Agent may conduct such review, with prior written notice but otherwise without limitation, at the Servicer’s expense if the Servicer Termination Event is due to the actions of the current Servicer and otherwise at the expense of the party requesting such review, after the occurrence of a Servicer Termination Event at a time after the Assumption Date), 7.016.5(a) (provided that the Backup Servicer shall be responsible for all of the obligations of Section 6.5(a) so long as it receives sufficient assistance from the Borrower), 7.02 6.5(b), 6.5(c), 6.6, 6.8, 6.9, 6.11(j), 6.11(l), 9.2, 10.1(m), 11.2 (provided that the Backup Servicer shall be liable under Section 7.02(iii11.2(a) of the Sale and Servicing Loan Agreement as to action taken by it as successor Successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) or 10.01(b)and 14.12.
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty (60) 30 days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Class A Insurer, or the Trust Collateral Agent if a Class A Insurer Default has occurred and the Indenture Trustee (acting at the written direction of the Majority Noteholders) is continuing, of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “"Assumption Date”") and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the ServiceServicer-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.054.04, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B4.06(a)(vi)(B), 4.06(a)(ix), 4.06(a)(xi)(B4.06(a)(x), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s 's obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b), 5.01(c), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup ServicerXxxxx Fargo Bank, National Association, after the Assumption Date, will be within two one (21) Business Days Day of receipt of such Collections with respect to cleared funds, and in all other cases will be within three (3) Business Days of receipt of such Collections), 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) 9.05 or 10.01(b).
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corporation)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty (60) days (or such earlier number of days as may be agreed to by on the Backup Servicer) of receipt of a written notice from date specified in accordance with the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Loan Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Loan Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Loan Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Loan Agreement: Sections 3.02 2.11, 2.13, 4.2(b) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth detailed in Section 3.02 4.2 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c4.3, 4.5 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 4.5 of which a Responsible Officer has actual knowledge), 4.01(d)(i5.4(c), 4.01(d)(ii5.4(e), 4.05, 4.06(a)(iii5.4(f), 4.06(a)(v5.4(g) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 5.4(g) of which a Responsible Officer has actual knowledge), 4.06(a)(vii)(B5.4(i), 4.06(a)(ix5.4(j), 4.06(a)(xi)(B5.4(k) (only with respect to the Credit Guidelines), 4.06(b)(i5.4(m), 4.06(b)(ii5.5(a), 4.06(b)(v5.5(b), 5.5(e) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property Collateral on behalf of the Secured Parties against the claims of third parties), 4.06(b)(vi5.5(h) (only with respect to the Credit Guidelines), 4.07 5.5(i), 6.1(c), 6.2(e) (provided that the Deal Agent may review the Backup Servicer’s collection and administration of the Loans, Dealer Agreements and Contracts two times per calendar year, at the expense of the party requesting such review, with prior written notice and without undue disruption of the Backup Servicer’s business before the occurrence of a Servicer Termination Event at a time after the Assumption Date, and the Deal Agent may conduct such review, with prior written notice but otherwise without limitation, at the Servicer’s expense if the Servicer Termination Event is due to the actions of the current Servicer and otherwise at the expense of the party requesting such review, after the occurrence of a Servicer Termination Event at a time after the Assumption Date), 6.5(a) (provided that the Backup Servicer shall be obligated to inform responsible for all of the other parties to this Agreement obligations of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in 6.5(a) so long as it receives sufficient assistance from the manner described thereinBorrower), 4.11, 5.01(b6.5(b), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, after the Assumption Date, will be within two (2) Business Days of receipt of such Collections with respect to cleared funds6.5(c), 5.09(b6.6, 6.8, 6.9, 6.11(j), 5.10(b6.11(l), 7.018.2, 7.02 10.2 (provided that the Backup Servicer shall be liable under Section 7.02(iii10.2(a) of the Sale and Servicing Loan Agreement as to action taken by it as successor Successor Servicer)) and 13.12; provided, 7.03however, 7.06, 8.01(v), 8.01(vi) or 10.01(b).
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicershall continue to be obligated to perform the obligations imposed by Section 2.05 of this Agreement.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (ai) The Backup Servicer agrees that within sixty thirty (6030) days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Agreement and this Agreement, this Agreement shall be controlling.
(bii) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Sale and Servicing Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Agreement: Sections 3.02 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth in Section 3.02 of which a Responsible Officer has written notice of such breach or failure), 4.01(c), 4.01(d)(i), 4.01(d)(ii), 4.05, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B), 4.06(a)(ix), 4.06(a)(xi)(B), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, after the Assumption Date, will be within two (2) Business Days of receipt of such Collections with respect to cleared funds), 5.09(b), 5.10(b), 7.01, 7.02 (provided that the Backup Servicer shall be liable under Section 7.02(iii) of the Sale and Servicing Agreement as to action taken by it as successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) or 10.01(b).
(ciii) The successor Servicer, if Computershare Trust CompanyXxxxx Fargo Bank, N.A. National Association or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty (60) 30 days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing AgreementDeal Agent, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Loan Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Loan Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Loan Agreement: Sections 3.02 2.6(c)(ii), 2.11, 2.13, 3.1(b), 3.1(c), 4.2(b) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth detailed in Section 3.02 4.2 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c4.3, 4.5 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 4.5 of which a Responsible Officer has actual knowledge), 4.01(d)(i5.4(c), 4.01(d)(ii5.4(e), 4.05, 4.06(a)(iii5.4(f), 4.06(a)(v5.4(g) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 5.4(g) of which a Responsible Officer has actual knowledge), 4.06(a)(vii)(B5.4(i), 4.06(a)(ix5.4(j), 4.06(a)(xi)(B5.4(k) (only with respect to the Credit Guidelines), 4.06(b)(i5.4(m) (only with respect to Servicer’s obligation to provide written certification of a change in debt rating), 4.06(b)(ii5.5(a), 4.06(b)(v5.5(b), 5.5(e) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property Collateral on behalf of the Secured Parties against the claims of third parties), 4.06(b)(vi5.5(h) (only with respect to the Credit Guidelines), 4.07 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in the manner described therein), 4.11, 5.01(b), 5.02 6.1(b) (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, Xxxxx Fargo after the Assumption Date, will be within two one (21) Business Days Day of receipt of such Collections with respect to cleared funds, and in all other cases will be within three (3) Business Days of receipt of such Collections), 5.09(b6.1(c), 5.10(b6.2(e) (provided that the Deal Agent may review the Backup Servicer’s collection and administration of the Loans, Dealer Agreements and Contracts two times per calendar year, at the expense of the party requesting such review, with prior written notice and without undue disruption of the Backup Servicer’s business before the occurrence of a Servicer Termination Event at a time after the Assumption Date, and the Deal Agent may conduct such review, with prior written notice but otherwise without limitation, at the Servicer’s expense if the Servicer Termination Event is due to the actions of the current Servicer and otherwise at the expense of the party requesting such review, after the occurrence of a Servicer Termination Event at a time after the Assumption Date), 7.016.5(a) (provided that the Backup Servicer shall be responsible for all of the obligations of Section 6.5(a) so long as it receives sufficient assistance from the Borrower), 7.02 6.5(b), 6.5(c), 6.6, 6.8, 6.9, 6.11(h) (only with respect to the applicable amount referenced in Section 6.11(h) which shall be $10,000,000 instead of $5,000,000), 6.11(i) (only with respect to the applicable amount referenced in Section 6.11(i) which shall be $10,000,000 instead of $5,000,000), 6.11(j), 6.11(l), 8.2, 9.1(k), 10.2 (provided that the Backup Servicer shall be liable under Section 7.02(iii10.2(a) of the Sale and Servicing Loan Agreement as to action taken by it as successor Successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) or 10.01(b)and 13.12.
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corp)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty (60) 30 days (or such earlier number of days as may be agreed to by the Backup Servicer) of receipt of a written notice from the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing AgreementDeal Agent, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement (the “"Assumption Date”") and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Loan Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Loan Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Loan Agreement: Sections 3.02 2.7(c)(ii), 2.14, 2.16, 3.1(b), 3.1(c), 4.2(b) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth detailed in Section 3.02 4.2 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c)4.3, 4.01(d)(i), 4.01(d)(ii), 4.05, 4.06(a)(iii), 4.06(a)(v), 4.06(a)(vii)(B), 4.06(a)(ix), 4.06(a)(xi)(B), 4.06(b)(i), 4.06(b)(ii), 4.06(b)(v) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property against the claims of third parties), 4.06(b)(vi), 4.07 4.5 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of certain breaches detailed in Section 4.07 4.5 of which a Responsible Officer has actual knowledge), 5.4(c), 5.4(e), 5.4(f), 5.4(g) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 5.4(g) of which a Responsible Officer has actual knowledge), 5.4(i), 5.4(j), 5.4(k) (only with respect to the Credit Guidelines), 5.4(m) (only with respect to Servicer's obligation to provide written notice or actual knowledge thereof certification of a change in debt rating), 5.5(a), 5.5(b), 5.5(f) (only with respect to the Servicer's obligation to defend the right, title and interest of the Collateral Agent in the manner described thereinCollateral on behalf of the Secured Parties against the claims of third parties), 4.11, 5.01(b5.5
(i) (only with respect to the Credit Guidelines), 5.02 6.1(b) (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, SST after the Assumption Date, will be within two one (21) Business Days Day of receipt of such Collections with respect to cleared funds, and in all other cases will be within three (3) Business Days of receipt of such Collections), 5.09(b6.1(c), 5.10(b6.2
(e) (provided that the Deal Agent and any Liquidity Agent may review the Backup Servicer's collection and administration of the Loans, Dealer Agreements and Contracts two times per calendar year, at the expense of the party requesting such review, with prior written notice and without undue disruption of the Backup Servicer's business before the occurrence of a Servicer Termination Event at a time after the Assumption Date, and the Deal Agent and any Liquidity Agent may conduct such review, with prior written notice but otherwise without limitation, at the Servicer's expense if the Servicer Termination Event is due to the actions of the current Servicer and otherwise at the expense of the party requesting such review, after the occurrence of a Servicer Termination Event at a time after the Assumption Date), 7.016.5
(a) (provided that the Backup Servicer shall be responsible for all of the obligations of Section 6.5(a) so long as it receives sufficient assistance from the Borrower), 7.02 6.5(b), 6.5(c), 6.6, 6.8, 6.9, 6.11(h) (only with respect to the applicable amount referenced in Section 6.11(h) which shall be $10,000,000 instead of $5,000,000), 6.11
(i) (only with respect to the applicable amount referenced in Section 6.11(i) which shall be $10,000,000 instead of $5,000,000), 6.11(j), 6.11(l), 9.2, 10.1(m), 11.2 (provided that the Backup Servicer shall be liable under Section 7.02(iii11.2(a) of the Sale and Servicing Loan Agreement as to action taken by it as successor Successor Servicer), 7.03, 7.06, 8.01(v), 8.01(vi) or 10.01(b)and 14.12.
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicer.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corporation)
Assumption of Servicer’s Obligations. (a) The Backup Servicer agrees that within sixty (60) days (or such earlier number of days as may be agreed to by on the Backup Servicer) of receipt of a written notice from date specified in accordance with the Trust Collateral Agent and the Indenture Trustee (acting at the written direction of the Majority Noteholders) of the termination of the rights and obligations of Credit Acceptance as Servicer pursuant to the Sale and Servicing Loan Agreement, and without further notice, the Backup Servicer shall, subject to the exclusions stated herein, assume the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement (the “Assumption Date”) and further agrees that it shall assume all such Service-Related Activities in accordance with the requirements, terms and conditions set forth in the Sale and Servicing Loan Agreement and this Agreement. Notwithstanding anything herein to the contrary, the Servicer shall not be relieved of its duties as Servicer under the Sale and Servicing Agreement until the Backup Servicer or a newly appointed successor Servicer shall have assumed the obligations and duties of the predecessor Servicer under the Sale and Servicing Agreement. In the event of a conflict between any provision of the Sale and Servicing Loan Agreement and this Agreement, this Agreement shall be controlling.
(b) In the event of an assumption by the Backup Servicer of the Service-Related Activities of Credit Acceptance under the Sale and Servicing Loan Agreement, the Backup Servicer shall not be obligated to perform the obligations imposed in the following Sections of the Sale and Servicing Loan Agreement: Sections 3.02 2.11, 2.13, 4.2(b) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of the breaches or failures set forth detailed in Section 3.02 4.2 of which a Responsible Officer has written notice of such breach or failureactual knowledge), 4.01(c4.3, 4.5 (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 4.5 of which a Responsible Officer has actual knowledge), 4.01(d)(i5.4(c), 4.01(d)(ii5.4(e), 4.05, 4.06(a)(iii5.4(f), 4.06(a)(v5.4(g) (provided that the Backup Servicer shall be obligated to inform the other parties to this Agreement of breaches detailed in Section 5.4(g) of which a Responsible Officer has actual knowledge), 4.06(a)(vii)(B5.4(i), 4.06(a)(ix5.4(j), 4.06(a)(xi)(B5.4(k) (only with respect to the Credit Guidelines), 4.06(b)(i5.4(m), 4.06(b)(ii5.5(a), 4.06(b)(v5.5(b), 5.5(e) (only with respect to the Servicer’s obligation to defend the right, title and interest of the Trust Collateral Agent in the Trust Property Collateral on behalf of the Secured Parties against the claims of third parties), 4.06(b)(vi5.5(h) (only with respect to the Credit Guidelines), 4.07 6.1(c), 6.2(e) (provided that the Deal Agent and any Managing Agent may review the Backup Servicer’s collection and administration of the Loans, Dealer Agreements and Contracts two times per calendar year, at the expense of the party requesting such review, with prior written notice and without undue disruption of the Backup Servicer’s business before the occurrence of a Servicer Termination Event at a time after the Assumption Date, and the Deal Agent and any Managing Agent may conduct such review, with prior written notice but otherwise without limitation, at the Servicer’s expense if the Servicer Termination Event is due to the actions of the current Servicer and otherwise at the expense of the party requesting such review, after the occurrence of a Servicer Termination Event at a time after the Assumption Date), 6.5(a) (provided that the Backup Servicer shall be obligated to inform responsible for all of the other parties to this Agreement obligations of certain breaches detailed in Section 4.07 of which a Responsible Officer has written notice or actual knowledge thereof in 6.5(a) so long as it receives sufficient assistance from the manner described thereinBorrower), 4.11, 5.01(b6.5(b), 5.02 (only with respect to the amount of time in which the Servicer is required to remit Collections to the Collection Account which, in the case of the Backup Servicer, after the Assumption Date, will be within two (2) Business Days of receipt of such Collections with respect to cleared funds6.5(c), 5.09(b6.6, 6.8, 6.9, 6.11(j), 5.10(b6.11(l), 7.018.2, 7.02 10.2 (provided that the Backup Servicer shall be liable under Section 7.02(iii10.2(a) of the Sale and Servicing Loan Agreement as to action taken by it as successor Successor Servicer)) and 13.12; provided, 7.03however, 7.06, 8.01(v), 8.01(vi) or 10.01(b).
(c) The successor Servicer, if Computershare Trust Company, N.A. or its successors or assigns, shall have (i) no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date that the successor Servicer becomes the Servicer or any claim based on any alleged action or inaction of the predecessor Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior servicer including the original servicer. The indemnification obligations of the Backup Servicer, upon becoming a successor Servicer are expressly limited to those instances of negligence, bad faith or willful misconduct of the Backup Servicer in its role as successor Servicershall continue to be obligated to perform the obligations imposed by Section 2.05 of this Agreement.
Appears in 1 contract
Samples: Backup Servicing Agreement (Credit Acceptance Corp)
