Duties of Backup Servicer. (a) In furtherance of its undertaking in Section 2 above, from and after the date hereof until the Appointment Effective Date, Backup Servicer agrees to perform the Backup Servicer functions as set forth in this Section 3. On and after the Appointment Effective Date, Backup Servicer, as Successor Servicer, shall serve as “Servicer” under the Servicing Agreement.
(b) On or before 10 a.m. Pacific Time three Business Days following the end of each calendar month, Servicer shall transfer to Backup Servicer a detailed master file in computer readable format as reasonably agreed to by Servicer and Backup Servicer (the “Monthly Master File”) for the Serviced Receivables as of the last day of the preceding calendar month, and Backup Servicer shall maintain and store such master file on a secure FTP site.
(c) Within five (5) business days of receipt of the Monthly Master File, Backup Servicer shall load the information from the Monthly Master File into Backup Servicer’s data system and provide each Client and the Indenture Trustee with a certificate stating that the Monthly Master File has been received, is in an acceptable format and Backup Servicer is able to begin servicing of the Serviced Receivables within 30 days of receipt of the Monthly Master File.
(d) Backup Servicer shall receive and review the Servicer’s Certificate related to such Monthly Master File. Backup Servicer shall verify the information set forth on Exhibit A hereto, to the extent such information is contained in the Monthly Master File. The verification shall compare the information on the Servicer’s Certificate to the information on Backup Servicer’s data system using the Monthly Master File.
(e) Within five (5) business days of receipt of the Monthly Master File, Backup Servicer will deliver to Servicer, Indenture Trustee and each Client a notice either (i) certifying that it has confirmed the accuracy of the information specified in Exhibit A in the Servicer’s Certificate related to such Monthly Master File, as described above, or (ii) describing any discrepancies discovered in the information specified in Exhibit A hereto contained in the Servicer’s Certificate related to such Monthly Master File.
(f) Servicer agrees to provide Backup Servicer with any information that the Servicer has in its possession (or is able to obtain without undue effort or expense) Backup Servicer may reasonably request that is necessary to perform its obligations hereunder.
(g) Servicer agrees that no informatio...
Duties of Backup Servicer. Effective as of the Servicing Turnover Date (as used herein, “Servicing Turnover Date” means the date on which Program Agent delivers a Termination Notice to the Servicer and the Backup Servicer pursuant to Section 6.01(c) hereof), the Backup Servicer shall, pursuant to Section 6.01(d), be appointed as the successor Servicer and, except as otherwise expressly set forth herein, be the successor in all respects to the predecessor Servicer. The Backup Servicer, as successor Servicer, shall perform the duties and obligations of the Servicer set forth in Section 6.02 in accordance with all applicable federal, state or local laws and regulations and with the degree of skill, care and diligence as is customary and usual in the industry for third party servicers who service comparable assets (the “Required Standard of Care”).
Duties of Backup Servicer. (a) The Backup Servicer shall perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Backup Servicer.
(b) In the absence of bad faith or negligence on its part, the Backup Servicer may conclusively rely as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Backup Servicer and conforming to the requirements of this Agreement.
(c) The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability.
(d) The Servicer shall indemnify, defend and hold harmless the Backup Servicer, its agents, officers, directors or employees from and against any claim, action, loss, damage, penalty, fine, cost, expense, or other liability, including court costs and reasonable attorney's fees and expenses, incurred as a result of its acts or omissions or its breach of its own representations made in this Agreement or the Backup Servicer's performance of its duties under this Agreement. The right of indemnification provided hereby shall survive the termination of this Agreement. The Servicer shall not be liable to the Backup Servicer, under this Section 4.15 or otherwise, for the improper acts, negligence or bad faith of the Backup Servicer.
Duties of Backup Servicer. (a) The Backup Servicer hereby agrees, on the date (the "Assumption Date") specified in the written notice to the Backup Servicer from the Insurer or the Indenture Trustee, as the case may be, of the termination of the rights and obligations of the Servicer pursuant to Section 9.2 hereof or the resignation of the Servicer pursuant to Section 8.4 hereof, and without any further notice, to assume the obligations of the Servicer hereunder, to be the successor in all respects to the Servicer and to be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the Servicer. From and after the Assumption Date and except as expressly set forth herein, the Backup Servicer shall be entitled to all of the rights granted to the Servicer by the terms and provisions of this Agreement.
(b) Notwithstanding the Backup Servicer's assumption of, and its agreement to perform and observe, all duties, responsibilities and obligations of the Servicer under this Agreement arising on and after the Assumption Date, the Backup Servicer shall not be deemed to have assumed or to become liable for, or otherwise have any liability for, any duties, responsibilities, obligations or liabilities of the Servicer arising on or before the Assumption Date, whether provided for by the terms of this Agreement, arising by operation of law or otherwise, including, without limitation, any liability for any duties, responsibilities, obligations or liabilities of the Servicer arising on or before the Assumption Date regardless of when the liability, duty, responsibility or obligation of the Servicer arose, whether provided by the terms of this Agreement, arising by operation of law or otherwise.
(c) Up to but not including the Assumption Date, the Backup Servicer shall be paid the Backup Servicing Fee, as provided in Section 4.6 of this Agreement, for services rendered hereunder on each Payment Date.
(d) On each Payment Date following the Assumption Date, the Backup Servicer shall be entitled to the Servicing Fee and the Servicer Transition Expenses.
(e) The Backup Servicer agrees to execute, acknowledge and deliver from time to time all such further instruments and documents and to take all reasonable actions as the Indenture Trustee may from time to time request to better assure the Indenture Trustee and to preserve the rights and obligations created hereunder.
Duties of Backup Servicer. The Backup Servicer, for the benefit of the Issuer, the Insurer and the Noteholders, shall perform the following duties:
(a) use the Backup Servicer Tape to verify the following information: (w) the aggregate Principal Balance of each Receivable, (x) a list of Receivables that are (I) 1-30; (II) 31-60, (III) 61-90, (IV) 90-120 days or (V) 121+ delinquent in any scheduled payment, (y) the amount of principal and interest payments on the Receivables received during the Collection Period, and (z) the Default Rate and the Delinquency Ratio for the Collection Period;
(b) in the event that the Backup Servicer discovers a discrepancy or discrepancies, with respect to such independent reconciliation described above, the Backup Servicer shall (x) notify the Issuer, the Seller, the Depositor, the Insurer, the Servicer and the Indenture Trustee of such discrepancy or discrepancies, and (y) attempt to reconcile such discrepancy or discrepancies with the Servicer; and
(c) such other duties as may be agreed to in writing by the Issuer, the Seller, the Depositor, the Backup Servicer and the Insurer from time to time.
Duties of Backup Servicer. (a) In furtherance of its undertaking in Section 2 above, from and after the date hereof until the Appointment Effective Date, Backup Servicer agrees to perform the Backup Servicer functions as set forth in this Section 3. On and after the Appointment Effective Date, Backup Servicer, as Successor Servicer, shall serve as “Servicer” under the Servicing Agreement.
(b) On or before 10 a.m. Pacific Time three Business Days following the end of each calendar month, Servicer shall transfer to Backup Servicer a detailed master file in computer readable format as reasonably agreed to by Servicer and Backup Servicer (the “Monthly Master File”) for the Serviced Receivables as of the last day of the preceding calendar month, and Backup Servicer shall maintain and store such master file on a secure FTP site.
Duties of Backup Servicer. The Backup Servicer prior to the Assumption Date shall be responsible for (a) performing initial data mapping of the tape provided to the Backup Servicer and Trustee; and (b) receiving and ensuring the proper and safe storage of the information provided to the Backup Servicer pursuant to Section 4.14(b).
Duties of Backup Servicer. 71 SECTION 8A.3. Backup Servicing Standard.....................................72
Duties of Backup Servicer. 39 ARTICLE V DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS Section 5.1 Accounts................................................... 39 Section 5.2 Collections................................................ 40 Section 5.3 Application of Collections................................. 40 Section 5.4 Additional Deposits........................................ 40 Section 5.5 Distributions.............................................. 40 Section 5.6 Reserve Account, Priority of Distributions................. 42 Section 5.6A Pre-Funding Account........................................ 43 Section 5.6B Capitalized Interest Account............................... 43 Section 5.7 Simple Interest Differential Account....................... 44 Section 5.8 Statements to Certificateholders; Tax Returns.............. 44 Section 5.9 Reliance on Information from the Servicer.................. 47 Section 5.10 Statements to Certificateholders; Characteristics of Receivables Pool......................................... 48 Section 5.11 Amendment to Schedule of Receivables....................... 48 ARTICLE VI THE CERTIFICATES
Duties of Backup Servicer. (a) In furtherance of its undertaking in Section 3 above, from and after the date hereof until the Appointment Effective Date, Backup Servicer agrees to perform the backup servicing and 5 CONFIDENTIAL TREATMENT [***] indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. verification functions as set forth in this Section 4 with respect to the Loans. On and after the Appointment Effective Date, Backup Servicer shall serve as Servicer under the Successor Servicing Agreement with respect to the Serviced Assets.
(b) Servicer shall provide to Backup Servicer nightly information that shall include, at a minimum, (i) the status of each Loan and its current position; (ii) all transaction information posted to each Loans; (iii) payments on each Loan that have been scheduled for a future date; and (iv) current information regarding ownership of each Loan, payment processing information, including, without limitation, all information and authorizations necessary to pull payments by ACH, and borrower and lender contact information with respect to each Loan (the “Backup Servicing Information”). Servicer shall provide the Backup Servicing Information via Backup Servicer’s secure FTP site or through such other means as shall be agreed to by Servicer and Backup Servicer. In the event that any Backup Servicing Information has not been received by Backup Servicer within a period of time to be mutually agreed upon, Backup Servicer shall notify Servicer of such occurrence within twenty-four (24) hours thereafter in order for Servicer to attempt to resend such Backup Servicing Information; provided, that to the extent Backup Servicer has not provided notice thereof within six (6) hours of the agreed upon period, Servicer’s failure to provide the information set forth in this clause (b) for the related night shall not constitute a breach of this Agreement.
(c) On or before [***] (Pacific time) on the [***] Business Day of each month, Servicer shall transfer to Backup Servicer (i) a detailed master file in electronic format or another format acceptable to Backup Servicer (the “Monthly Master File”) for the Loans as of the last day of the preceding calendar month, and (ii) a report and a schedule of Loans (the “Monthly Report”), and Backup Servicer shall maintain and store such Monthly Master File and Monthly Report on a secure FTP site.
(d) Within five (5) Business Days of receipt of the M...
