Back-Up Servicer Transition Clause Samples

Back-Up Servicer Transition. The Company (i) shall or shall cause its designee to reasonably cooperate and coordinate with the Backup Servicer, as from time to time requested by Administrative Agent, in order to establish a transition plan for the transfer of servicing to the Backup Servicer on or prior to April 30, 2016; provided that the Company shall not be responsible for any failure to establish such transition plan on or prior to such date to the extent such failure results solely from any action or omission of the Backup Servicer, and, in any such event, the Company shall or shall cause its designee to continue to reasonably cooperate and coordinate with the Backup Servicer, as from time to time requested by Administrative Agent, in order to finalize such transition plan; (ii) promptly and, in any event, within ten (10) Business Days of the Company’s receipt of itemized invoice(s) (or such shorter period as is reasonably required by the Backup Servicer), pay the Backup Servicer for its reasonable actual out of pocket costs and expenses related to the establishment of such transition plan (but in no event in excess of $10,000 in the aggregate); and (iii) in the event the Backup Servicer is replaced (A) promptly and, in any event, within ten (10) Business Days of the Company’s receipt of itemized invoice(s) (or such shorter period as is reasonably required by the successor Backup Servicer), pay the successor Backup Servicer its fee for accepting such role and for its reasonable actual out of pocket costs and expenses related to its succession (but in no event in excess of $10,000 in the aggregate less the aggregate amount (if any) paid by the Company pursuant to clause (ii) above) and (B) enter into a replacement Backup Servicing Agreement with the successor Backup Servicer and such other amendments to the Credit Documents as are reasonably necessary in order to effect its succession, provided that the aggregate cost to the Company of backup servicing and verification of the Eligible Leases (taken as a whole) does not increase as a result thereof.