Common use of Back-up Servicer to Act; Appointment of Successor Clause in Contracts

Back-up Servicer to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01, or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, the Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Back-up Servicer or such other Person as may be specified by the Controlling Party shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Back-up Servicer shall not be liable for any actions or the representations and warranties of any servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 and 3.03. The Back-up Servicer, as successor servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.09 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Back-up Servicer determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Back-up Servicer delivered to the Rating Agencies.

Back-up Servicer to Act; Appointment of Successor. (a) On and or after the time the t Servicer receives a notice of termination pursuant to Section 7.01, or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Servicer is removed as servicer pursuant to Article VII, in which event the Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, subject to Section 7.02(b), the Back-up Servicer or such other Person as may be specified by the Controlling Party shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Back-up Servicer shall not be liable for any actions or the representations and warranties of any servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 and 3.03; provided, further, that the Back-up Servicer shall be entitled to be indemnified by American Express Business Credit, Inc., in its capacity as the Servicer, in accordance with Section 5.19 and/or from the Certificate Account pursuant to Section 6.05(a)(iv) for any losses or liabilities resulting from the actions of any prior servicer, unless such losses or liabilities result from the gross negligence, willful misconduct or reckless disregard of the Back-up Servicer. The Back-up Servicer, as successor servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.09 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Back-up Servicer determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Back-up Servicer delivered to the Rating AgenciesCertificate Insurer.

Back-up Servicer to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.017.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.04, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Back-up Servicer or such other Person as may be specified by the Controlling Party shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Back-up Servicer shall not be liable for any actions or the representations and warranties of any servicer Servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 and 3.034.02 hereof; provided, further, that the Back-up Servicer shall be entitled to be indemnified by American Business Credit, Inc., in its capacity as the Servicer, in accordance with Section 5.19 and/or from the Distribution Accounts pursuant to Section 8.02 of the Indenture for any losses or liabilities resulting from the actions of any prior servicer, unless such losses or liabilities result from the gross negligence, willful misconduct or reckless disregard of the Back-up Servicer. The Back-up Servicer, as successor servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.09 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Back-up Servicer determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Back-up Servicer delivered to the Rating AgenciesNote Insurer.

Back-up Servicer to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01, or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, the Trustee shall promptly notify the Rating AgenciesAgencies and the Certificate Insurer and, except as otherwise provided in Section 7.01, the Back-up Servicer or such other Person as may be specified by the Controlling Party Certificate Insurer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Back-up Servicer shall not be liable for any actions or the representations and warranties of any servicer prior to it and including, without limitation, the obligations of the 101 Servicer set forth in Sections 2.06 and 3.03. The Back-up Servicer, as successor servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.09 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Back-up Servicer determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Back-up Servicer delivered to the Rating AgenciesCertificate Insurer.

Back-up Servicer to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01, or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, the Trustee shall promptly notify the Rating AgenciesAgencies and the Certificate Insurer and, except as otherwise provided in Section 7.01, the Back-up Servicer or such other Person as may be specified by the Controlling Party Certificate Insurer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Back-up Servicer shall not be liable for any actions or the representations and warranties of any servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 and 3.03. The Back-up Servicer, as successor servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.09 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Back-up Servicer determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Back-up Servicer delivered to the Rating AgenciesCertificate Insurer.

Back-up Servicer to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.017.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.04, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Back-up Servicer or such other Person as may be specified by the Controlling Party shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Back-up Servicer shall not be liable for any actions or the representations and warranties of any servicer Servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 and 3.034.02 hereof; provided, further, that the Back-up Servicer shall be entitled to be indemnified by American Business Credit, Inc., in its capacity as the Servicer, in accordance with Section 5.19 and/or from the Payment Accounts pursuant to Section 8.02 of the Indenture for any losses or liabilities resulting from the actions of any prior servicer, unless such losses or liabilities result from the gross negligence, willful misconduct or reckless disregard of the Back-up Servicer. The Back-up Servicer, as successor servicerServicer, shall be obligated to pay Compensating Interest pursuant to Section 6.09 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Back-up Servicer determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Back-up Servicer delivered to the Rating AgenciesNote Insurer.