Standby Servicer. (a) The Servicer covenants and agrees that it will provide the Standby Servicer with an Electronic File for each Receivable (i) as of the Cut-Off Date, (ii) thereafter, at the times specified in Section 3.14, and (iii) on or prior to the date on which the Standby Servicer commences servicing the Receivables.
(b) In connection with any transfer of servicing functions from the Servicer to the Standby Servicer, the Servicer will make arrangements with the Standby Servicer for the prompt and safe transfer of, and the Servicer shall provide to the Standby Servicer, all necessary servicing files and records, including (as deemed necessary by the Standby Servicer at such time): (i) Receivable Files, (ii) servicing systems tapes and diskettes, (iii) Receivable payments and collections histories, (iv) Trust Account reconciliations, and (v) all other servicing related information and materials as may be necessary to allow the Standby Servicer to service the Receivables.
(c) It is expressly understood that the Standby Servicer (i) 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 Standby Servicer, and (ii) will not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the Standby Servicer acting in accordance with information prepared or supplied by a Person other than the Standby Servicer or the failure of any such Person to prepare or provide such information, and (iii) will fulfill its duties and obligations as Standby Servicer, under this Agreement and the other Transaction Documents, in a manner consistent with standards commonly employed by it when providing similar “standby servicer” services for similar auto loan platforms. The Standby Servicer shall have no responsibility, shall not be in default and shall incur no liability (x) for any act or failure to act by any third party, including the Servicer or the Seller, or for any inaccuracy or omission in a notice or communication received by the Standby Servicer from any Person; or (y) which is due to or results from the invalidity or unenforceability of any Receivable under applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Receivable; provided, however, that this provisio...
Standby Servicer. Borrower has entered into the Standby Servicing Agreement, a copy of which is attached hereto as Exhibit I, with the Standby Servicer, and such agreement is in full force and effect and has not been modified, amended or terminated.
Standby Servicer. Borrower will maintain the agreement for the Standby Servicer in full force and effect. Borrower agrees that upon the occurrence of a Default or Event of Default hereunder, the Standby Servicer will assume full control over the servicing of all Pledged Notes Receivable, reporting solely to Agent, as provided in Sections 9.1(i) and 10.14 hereof.
Standby Servicer. Borrower acknowledges and agrees that upon written notice from Agent, to be given at any time during the term of the Loan in Agent's sole and absolute discretion, the Servicing Agent shall be replaced by the Standby Servicer, or such other servicing entity as may be selected by Agent in its sole and absolute discretion, for the purpose of servicing all Notes Receivable comprising the Collateral.
Standby Servicer. AerCo has advised the Servicer that AerCo has entered into the Standby Servicing Agreement with the Standby Servicer pursuant to which AerCo may, upon notice to the Standby Servicer, instruct the Standby Servicer to perform certain services on behalf of AerCo Group, including the Services, in accordance with the terms of the Standby Servicing Agreement upon a termination of this Agreement pursuant to Section 10.02 hereof. AerCo agrees, so long as it maintains a Standby Servicer pursuant to the Standby Servicing Agreement during the term of this Agreement, to pay the costs of such appointment and the ongoing fees of such Standby Servicer.
Standby Servicer. Upon an Event of Default, the Agent may, without demand or notice of any nature whatsoever, terminate any then existing servicing agreement and replace any then existing servicer with the Standby Servicer or such other servicer as the Agent may select in its sole and absolute discretion. Upon an Event of Default, at the election of the Agent, the Borrower agrees that the Standby Servicer or such other servicer as the Agent may select in its sole and absolute discretion may assume control over the servicing of the Consumer Loan Collateral or any other consumer loans pledged to the Agent, reporting to the Banks.”
Standby Servicer. The Person selected by the Required Banks to act as standby servicer in accordance with the Standby Servicing Agreement. The current Standby Servicer is Concord Servicing Corporation. Standby Servicing Agreement. The Backup Servicing Agreement, dated as of May 9, 2001, among the Borrower, Concord Servicing Corporation, and the Agent, as amended by the First Amendment to Backup Servicing Agreement, in form and substance satisfactory to the Required Banks, dated on or prior to the Closing Date, among the Borrower, Concord Servicing Corporation, pursuant to which agreement, as amended, the Standby Servicer shall provide servicing functions with respect to the Consumer Loan Collateral and the Ineligible Note Portfolio upon the occurrence of an Event of Default.
Standby Servicer. The Standby Servicer shall perform the obligations from time to time applicable to it under this Agreement, including without limitation, under Section 6.01 and to become the Successor Servicer hereunder if so appointed by the Agent. In order to permit the Standby Servicer to be prepared to perform its obligations hereunder in the event that a Servicer Default, the Servicer and the Standby Servicer agree to undertake the procedures and perform the other obligations described in the Standby Servicing Agreement. Subject to the terms of any agreement between the Standby Servicer and the Lender or the Agent, the Standby Servicer may resign at any time by not less than 60 days' notice to the Agent and the Servicer. In addition, the Standby Servicer may be removed at any time without cause by the Lender or the Agent by not less than 60 days' notice then given in writing to the Standby Servicer, the Servicer and the Borrower. In the event of any such resignation or removal, the Standby Servicer may be replaced by the Agent by notice given in writing to the Servicer and the Borrower.
Standby Servicer. Borrower acknowledges and agrees that upon written notice from Lender, to be given at any time during the term of the Loan in Lender's sole and absolute discretion, the Servicing Lender shall be replaced by the Standby Servicer, or such other servicing entity as may be selected by Lender in its sole and absolute discretion, for the purpose of servicing all Notes Receivable comprising the Collateral."
Standby Servicer. The Standby Servicing Agreement is in full force and effect and has not been modified, amended, or terminated, other than the First Amendment to Backup Servicing Agreement, dated as of April 19, 2002, and Amendment No. 2 to Backup Servicing Agreement dated May 4, 2005.”
2.5. Amendment to Section 6.32. Section 6.32 is hereby amended and restated in its entirety as follows:
