Back-Up Servicer Sample Clauses

Back-Up Servicer. Xxxxx Fargo Bank, N.A., acting in its capacity as back up servicer for the Ocwen Serviced Loans hereunder, or its successors in interest, as applicable.

Back-Up Servicer. SST, as Back-Up Servicer under the OF V Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents and the OF XII Documents, as applicable, hereby agrees that if it becomes the successor servicer under the Servicing Documents, it shall be bound by the terms hereof as a “Servicer” (and not, for the avoidance of doubt, as “Initial Servicer”) and shall thereafter be the successor Servicer hereunder so long as it is acting as servicer under the Servicing Documents; provided, however, that the parties hereto hereby acknowledge and agree that in the event that the Back-Up Servicer serves as the successor Servicer hereunder, the Back-Up Servicer will not be acting as agent or fiduciary for or on behalf of the parties hereto or any noteholder or certificateholder under the OF V Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents or the OF XII Documents, as the case may be. In the event that SST is acting as successor Servicer hereunder, it shall be entitled to all of the rights, protections, immunities and indemnities afforded to it under the OF V Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents and the OF XII Documents, as applicable, as if the same were specifically set forth herein.

Back-Up Servicer. (a) The parties hereby appoint BNY ASSET SOLUTIONS LLC to act as Back-up Servicer with respect to the Purchased Receivables and the other Purchased Assets. (b) Prior to September 17, 2003, the Back-up Servicer shall perform the following duties and obligations (so long as the Back-up Servicer has not been designated as successor Servicer): (i) On or prior to the 17th day of the month immediately preceding each related Settlement Date; provided that if in any month such day is not a Business Day, the first Business Day after such 17th day of the month (each such day, a “Determination Date”), the Back-up Servicer shall review the summary and settlement report worksheets contained in the Settlement Report and will attempt to verify that the correct balances have been inserted based solely on the formulas contained in the Settlement Report. The Back-up Servicer shall not be required to review or verify any other information contained in the Settlement Report. The Back-up Servicer shall notify the Servicer in writing of any disagreements with the summary and settlement report worksheets in the Settlement Report based on such review not later than the 2nd Business Day preceding the related Settlement Date to the extent such Settlement Report was received on or prior to the 17th day of the month immediately preceding the related Settlement Date and as soon as practicable if it is received after such date. (ii) If the Servicer disagrees with the notice provided under paragraph (i) above by the Back-up Servicer or if the Servicer has not reconciled such discrepancy, the Back-up Servicer agrees to confer with the Servicer to resolve such disagreement as promptly as practicable and shall settle such discrepancy with the Servicer if possible, and notify the Purchasers and the Collateral Agent in writing of the resolution thereof. The Servicer hereby agrees to cooperate at its own expense with the Back-up Servicer in reconciling any discrepancies therein. If after the notification provided under paragraph (i) above by the Back-up Servicer and prior to the related Settlement Date, such discrepancy is not resolved, the Back-up Servicer shall promptly notify in writing the Purchasers and the Collateral Agent of the continued existence of such discrepancy. Following receipt of such notice by the Purchasers and the Collateral Agent, the Servicer shall deliver to the Purchasers, the Collateral Agent and the Back-up Servicer no later than two Business Days after such receipt,...

Back-Up Servicer. (a) Following the Closing Date, the Initial Servicer shall deliver to the Back-up Servicer and any Designated Sub-Agent each Information Package. (b) Until the Back-up Servicer or another Successor Servicer (which may be a Designated Sub-Agent) succeeds Initial Servicer as Servicer upon the occurrence of the Servicer Transfer Date, Initial Servicer shall continue to perform all servicing functions in accordance with the Transaction Documents, notwithstanding the appointment of the Back-up Servicer. (c) The Back-up Servicer shall review the Information Package and perform the verification tasks as set forth in the Back-up Servicing Agreement. (d) The Back-up Servicer shall develop a transition plan as set forth in the Back-up Servicing Agreement. (e) After the occurrence of an Unmatured Early Amortization Event or Early Amortization Event the Back-up Servicer shall take the actions set forth in the Back-up Servicing Agreement. (f) The Initial Servicer hereby covenants and agrees that following any Servicer Event of Default or Unmatured Servicer Event of Default the Initial Servicer shall provide the Back-up Servicer and any Designated Sub-Agent with all necessary servicing files and records relating to the Contracts, Receivables and Related Security and the Initial Servicer shall provide to the Back-up Servicer and any Designated Sub-Agent reasonable access to and use by the Back-up Servicer and any Designated Sub-Agent of all licenses, software, hardware, equipment, telephone, personnel, servicing systems, employees, facilities or other accommodations necessary or desirable to perform the servicing functions. (g) Each of the Parties hereto hereby acknowledge and agree that prior to the execution and delivery of the Back-up Servicing Agreement there shall be no Back-up Servicer under this Agreement, and any necessary or required actions specified to be taken herein by the Back-up Servicer shall be void in ab initio.

Back-Up Servicer. It is expressly understood that the Back-up Servicer is a signatory hereto in the event it becomes the Servicer pursuant to the terms and conditions of the Indenture and shall have no duties or obligations with respect to this Agreement until such time.

Back-Up Servicer. Xxxxx Fargo Bank Minnesota, National Association, acting in its capacity as back-up servicer for the Ocwen Serviced Loans hereunder, or its successors in interest, as applicable.

Back-Up Servicer. (a) From and after the date hereof and until the Servicer is terminated pursuant to section 7.01 or Section 7.08, or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, the Back-Up Servicer shall act as Back-Up Servicer with respect to the Mortgage Loans, and shall perform such functions, duties, obligations, undertakings and responsibilities set forth herein. Prior to such termination of the Servicer, the Back-Up Servicer shall have only those duties and obligations imposed by it described in Section 7.02(b) below, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the various agreements named herein. In its capacity as Back-Up Servicer, it shall in no event be liable for any obligations of the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase obligations.

Back-Up Servicer. (i) Within 120 days after the Closing Date, and thereafter annually, no later than the date on which it delivers the reports specified in SECTION 3.06 of the Agreement beginning in April 2005, NFC, as Servicer, shall deliver to the Master Trust Trustee and each of the Rating Agencies a list of not less than two potential servicers, each of which shall meet the criteria specified for a Successor Servicer set forth in SECTION 10.02 of the Agreement. Such list shall include an estimate from each such potential servicer of (A) its fees and expenses for becoming a back up servicer, at which time its sole obligation will be to perform systems data mapping of NFC's servicing computer systems with respect to the Dealer Notes (a "BACK UP SERVICEr"), (B) its one-time set up servicing transition fees and costs for assuming the role of Successor Servicer under the Agreement, and (C) its monthly fees and expenses for performing the functions of a Successor Servicer (including physical inventory checks of Dealers). (ii) As soon as reasonably practicable after the occurrence of a Back Up Servicer Trigger Event, the Master Trust Trustee shall retain a third-party Back Up Servicer from the list of potential servicers most recently delivered by the Servicer to the Master Trust Trustee who meets the criteria specified for a Successor Servicer as set forth in SECTION 10.02 of the Agreement and who agrees to become a Successor Servicer if appointed by the Master Trust Trustee pursuant to SECTION 10.02 of the Agreement or, if the potential servicers on such list do not meet the eligibility criteria or are unwilling be become the Successor Servicer, such other Person who meets those requirements. Unless and until a Servicer Termination Event occurs and the Back Up Servicer is appointed as the Successor Servicer, the sole obligation of the Back Up Servicer will be to perform systems data mapping of NFC's servicing computer systems.

Back-Up Servicer. The Servicer shall retain a back-up servicer (the "Back-up Servicer") designated by the Controlling Party, which is reasonably acceptable to the Servicer (or if the Insurer is not the Controlling Party, designated by the Servicer), who will agree to perform the services set forth in Exhibit C pursuant to terms and conditions acceptable to the Controlling Party. The initial Back-up Servicer shall be BNY Asset Solutions LLC and the Insurer hereby agrees that the terms and conditions of the Back-up Servicing Agreement entered into on the date hereof with BNY Asset Solutions LLC is acceptable. The Servicer shall on or prior to each Distribution Date send such Back-up Servicer the information required to be provided pursuant to the Back-up Servicing Agreement. The fees and expenses of the Back-up Servicer shall be paid by the Servicer from the Total Servicing Fee and Supplemental Servicing Fees. To the extent the obligations of the Backup Servicer as Servicer under this Agreement shall be expressly modified pursuant to the provisions of its Backup Servicing Agreement, such provisions shall modify the obligations of the Backup Servicer as Servicer under this Agreement.

Back-Up Servicer. If a Servicer Default shall occur and is continuing, then the Agent may, by notice to the Servicer, the Borrower and the Back-Up Servicer, terminate all of the rights and obligations of the Servicer under this Agreement. Upon the delivery to the Servicer of such notice, all authority and power of the Servicer under this Agreement, whether with respect to the Pledged Assets or otherwise, shall pass to and be vested in the Back-Up Servicer pursuant to and under this Section (unless the Agent shall have appointed a different successor Servicer pursuant to Section 6.01 hereof or the Back-Up Servicer is unable to act as Servicer and a successor is appointed as provided in the fourth paragraph of this Section 6.15), and, without limitation, the Back-Up Servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination or to perform the duties of the Servicer under this Agreement. The Servicer agrees to cooperate with the Agent and the Back-Up Servicer in effecting the termination of the Servicer's responsibilities and rights hereunder, including, without limitation, providing notification to the Obligors of the assignment of the servicing function, providing the Back-Up Servicer with all records, in electronic or other form, reasonably requested by it to enable the Back- Up Servicer to assume the servicing functions hereunder and the transfer to the Back-Up Servicer for administration by it of all cash amounts which at the time should be or should have been deposited by the Servicer in the Collection Account or thereafter be received by the Servicer with respect to the Pledged Receivables. Neither the Agent nor the Back-Up Servicer shall be deemed to have breached any obligation hereunder as a result of a failure to make or delay in making any distribution as and when required hereunder caused by the failure of the Servicer to remit any amounts received by it or to deliver any documents held by it with respect to the Pledged Assets. The Active Back-Up Servicer's Fees and Transition Costs shall be paid out of Collections as set forth in Section 2.05(c) on and after the date, if any, that the Back-Up Servicer assumes the responsibilities of the Servicer pursuant to this Section. The Standby Back-Up Servicer's Fees and Transition Costs...