Common use of Duties of the Backup Servicer Clause in Contracts

Duties of the Backup Servicer. Commencing on the Closing Date and until such time, if any, as the Backup Servicer shall become successor Servicer, the Backup Servicer, for the benefit of the Noteholders, shall perform the monitoring, review, inspection and other backup servicing functions that are set forth in Annex A, such performance to be provided for each Collection Period or at such other times and intervals as may be specified in Annex A. As set forth in Section 8.03(a), in the event CRB is terminated as Servicer, the Backup Servicer agrees that it shall become the successor Servicer hereunder; provided, that notwithstanding that the Backup Servicer becomes successor Servicer hereunder, it shall have no obligation at any time to make Advances as set forth in Section 5.07. Any provision in this Agreement to the contrary notwithstanding, CSC (acting in any capacity hereunder) shall have no liability for any acts, omissions, negligence, fraud or malfeasance by any Servicer (other than CSC should it become Servicer hereunder) or any other party to this Agreement with respect to the performance by the Servicer or other party to this Agreement of its duties hereunder, or for any errors made by the Servicer or other party to this Agreement in the performance of such duties which cause any losses to Noteholders, Certificateholders or any other third parties, including should CSC become successor Servicer, any breach of a representation, warranty or covenant by a predecessor Servicer and any obligation to repurchase or purchase any Receivable resulting from any such breach or other act or omission by a predecessor Servicer.

Duties of the Backup Servicer. [Commencing on the Closing Date and until such time, if any, as the Backup Servicer shall become successor Servicer, the Backup Servicer, for the benefit of the Noteholders, shall perform the monitoring, review, inspection and other backup servicing functions that are set forth in Annex A, such performance to be provided for each Collection Period or at such other times and intervals as may be specified in Annex A. As set forth in Section 8.03(a), in the event CRB is terminated as Servicer, the Backup Servicer agrees that it shall become the successor Servicer hereunder; provided, that notwithstanding that the Backup Servicer becomes successor Servicer hereunder, it shall have no obligation at any time to make Advances as set forth in Section 5.07. Any provision in this Agreement to the contrary notwithstanding, CSC [ ] (acting in any capacity hereunder) shall have no liability for any acts, omissions, negligence, fraud or malfeasance by any Servicer (other than CSC [ ] should it become Servicer hereunder) or any other party to this Agreement with respect to the performance by the Servicer or other party to this Agreement of its duties hereunder, or for any errors made by the Servicer or other party to this Agreement in the performance of such duties which cause any losses to Noteholders, Certificateholders or any other third parties, including should CSC [ ] become successor Servicer, any breach of a representation, warranty or covenant by a predecessor Servicer and any obligation to repurchase or purchase any Receivable resulting from any such breach or other act or omission by a predecessor Servicer.]

Duties of the Backup Servicer. Commencing on From the Closing Date and until such timethe earlier of (i) its removal pursuant to Section 8.04, if any(ii) its resignation in accordance with the provisions of Section 8.05, (iii) its appointment as Successor Servicer pursuant to Section 7.12(a) or (iv) the Facility Termination Date, the Backup Servicer shall become successor perform, on behalf of the Secured Parties, the obligations of the Backup Servicer set forth on Schedule J and the Servicer shall comply with its obligations set forth on Schedule J. (a) Other than as specifically set forth elsewhere in this Agreement, (i) the Backup Servicer shall have no obligation to supervise, verify, monitor or administer the performance of the Servicer and shall have no Liability for any action taken or omitted by the Servicer and (ii) shall have no obligation to confirm or verify the content, accuracy or completeness of any information delivered to the Backup Servicer. (b) The Backup Servicer shall consult with the Servicer as may be necessary from time to time to perform or carry out the Backup Servicer’s obligations hereunder, including the obligation, if requested in writing by the Administrative Agent (acting at the direction of the Required Lenders), to succeed to the duties and obligations of the Servicer pursuant hereto. (c) The Backup Servicer may accept and conclusively rely and shall be fully protected in acting or refraining from acting upon all accounting and servicing records and other documentation provided to the Backup Servicer, by or at the direction of the Servicer, including documents prepared or maintained by any Originator, or previous servicer, (collectively “Third Party”). The Backup Servicer shall have no duty, responsibility, obligation or liability (collectively “Liability”) for the benefit acts or omissions of any such Third Party. If any error, inaccuracy or omission (collectively “Error”) exists in any information provided to the Noteholders, shall perform Backup Servicer and such Errors cause or materially contribute to the monitoring, review, inspection and other backup servicing functions that are set forth in Annex A, such performance to be provided for each Collection Period Backup Servicer making or at such other times and intervals as may be specified in Annex A. As set forth in Section 8.03(acontinuing any Error (collectively “Continuing Errors”), in the event CRB is terminated as Servicer, the Backup Servicer agrees that it shall become the successor Servicer hereunderhave no liability for such Continuing Errors; provided, however, that notwithstanding this provision shall not protect the Backup Servicer against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in correcting any Error or in the performance of its duties contemplated herein and the Successor Servicer agrees to use its best efforts to prevent further Continuing Errors. In the event the Backup Servicer becomes aware of Errors and/or Continuing Errors which, impair its ability to perform its services hereunder, the Backup Servicer shall promptly notify the Servicer and the Administrative Agent of such Errors and/or Continuing Errors. The Backup Servicer shall discuss such Errors with the Servicer, and the Servicer and the Backup Servicer shall use their reasonable efforts to correct such Errors. If after such discussion such Errors are not promptly corrected, with the prior consent of the Administrative Agent, the Backup Servicer may undertake 129 to reconstruct any data or records appropriate to correct such Errors and/or Continuing Errors and to prevent future Continuing Errors. The Backup Servicer shall be entitled to reasonable compensation and recovery of costs thereby expended from the Servicer (or, to the extent not paid by the Servicer, in accordance with Section 2.08). The Backup Servicer and any director, officer, employee or agent of the Backup Servicer may, in good faith, consult with and rely on the advice or any opinion of counsel (including but not limited to counsel who may be employees of the Backup Servicer) to whom a matter is referred because of such counsel’s knowledge and familiarity with the particular subject and rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under, or in connection with, this Agreement and such document or advice or opinion of counsel, as applicable, shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance therewith. The Backup Servicer will not be responsible for delays attributable to the Servicer’s failure to deliver information, defects in the information supplied by the Servicer or other circumstances beyond the control of the Backup Servicer. In addition, provided that the Backup Servicer becomes is acting in good faith, the Backup Servicer shall have no responsibility and shall not be in default hereunder, under the Basic Documents or incur any liability for: (i) any act or omission, failure, error, malfunction or delay in good faith in carrying out any of its duties or, if applicable, effecting the transition to successor Servicer hereunderwhich results from the Backup Servicer acting in accordance with information prepared or supplied by a Person other than the Backup Servicer or the failure of any such other Person (including, it without limitation, the Servicer) to timely and accurately prepare or provide such information or other circumstances beyond the control of the Backup Servicer; or (ii)(A) any act or omission of any third party, including, without limitation, the Servicer, (B) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party, (C) the invalidity or unenforceability of any Receivable under applicable law, (D) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (E) the acts or omissions of any predecessor or successor Servicer. Each party or its permitted successors shall have no obligation at to perform under this Agreement to the extent prevented or hindered by epidemic, pandemic, an act of God, fire, riot, labor disturbances, accident, war or the acts of any time government (whether domestic, federal, state, county or municipal or foreign) or any causes beyond the reasonable control of such party (each, a “Force Majeure Event”); provided that the affected party shall use commercially reasonable efforts to make Advances as set forth remedy any such Force Majeure Event in Section 5.07order to meet its obligations hereunder. Any provision Anything in this Agreement to the contrary notwithstanding, CSC in no event shall the Backup Servicer be liable for special, indirect or consequential loss or damage of any kind whatsoever (acting in any capacity hereunder) including but not limited to lost profits), even if advised of the likelihood of such loss or damage and regardless of the form of action. The Backup Servicer shall have no liability not be liable for any acts, omissions, negligence, fraud error of judgment made in good faith by an officer or malfeasance by any officers of the Backup Servicer (other than CSC should except for such officer's or officers' own gross negligence or willful misconduct), unless it become Servicer hereunder) or any other party to this Agreement with respect to the performance shall be conclusively determined by the Servicer or other party to this Agreement a court of competent jurisdiction that such error in judgment constitutes a breach of its duties standard of care hereunder, or for any errors made by the Servicer or other party to this Agreement in the performance of such duties which cause any losses to Noteholders, Certificateholders or any other third parties, including should CSC become successor Servicer, any breach of a representation, warranty or covenant by a predecessor Servicer and any obligation to repurchase or purchase any Receivable resulting from any such breach or other act or omission by a predecessor Servicer.