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 provision shall not protect the Standby Servicer against any liability that would otherwise be imposed by reason of a breach of this Agreement due to willful misconduct, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement. (d) Notwithstanding anything contained in this Agreement to the contrary, the Standby Servicer is authorized to accept and reasonably rely on all of the accounting records (including computer records) and work of the Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Standby Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the Servicer; provided, however, that the Standby Servicer will provide notice to the Indenture Trustee if the Standby Servicer has actual knowledge of any defective or inaccurate data. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Standby Servicer making or continuing any Errors (collectively, “Continued Errors”), the Standby Servicer shall provide notice of such circumstances to the Indenture Trustee, and the Standby Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Standby Servicer agrees to use its best efforts to resolve and prevent further Continued Errors. In the event that a Responsible Officer of the Standby Servicer has actual knowledge of Errors or Continued Errors, it shall, with the prior written consent of the Indenture Trustee (acting at the direction of the Holders of a majority of the Note Balance of the Controlling Class), use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Standby Servicer shall be entitled to recover its costs expended thereby from the Servicer, and to the extent not paid by the Servicer, pursuant to Section 4.4(a) or Section 5.4(a) of the Indenture, as applicable. (e) Notwithstanding anything herein to the contrary, the Standby Servicer may delegate any and all of its duties and responsibilities hereunder, including but not limited to its duties as successor Servicer hereunder, to a subservicer should the Standby Servicer become the successor Servicer pursuant to Section 7.1. No such delegation or sub-contracting of duties by the Standby Servicer, including as successor Servicer, shall relieve the Standby Servicer of its responsibilities with respect to such duties. (f) The Standby Servicer shall have no responsibility or liability for the acts or omissions of the Servicer, DTCS, the Seller, the Issuer, the Indenture Trustee or any other party to this Agreement or the other Transaction Documents. The Standby Servicer may assume the performance by the Servicer, DTCS, the Seller, the Issuer, the Indenture Trustee or any other party to this Agreement or the other Transaction Documents absent written notice or actual knowledge of a Responsible Officer to the contrary. (g) Except to the extent set forth in the Transaction Documents, the Standby Servicer shall be entitled to each protection, privilege or indemnity afforded to the Indenture Trustee under Sections 3.5, 6.1(b), 6.1(c), 6.1(g), 6.2(a) through 6.2(e), 6.2(h), 6.2(i), 6.2(k) through 6.2(s) and 6.4 of the Indenture as though set forth in their entirety mutatis mutandis.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2024-3), Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2024-3), Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2024-1)
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 provision shall not protect the Standby Servicer against any liability that would otherwise be imposed by reason of a breach of this Agreement due to willful misconduct, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement.. 32 Sale and Servicing Agreement (BLAST 2024-2)
(d) Notwithstanding anything contained in this Agreement to the contrary, the Standby Servicer is authorized to accept and reasonably rely on all of the accounting records (including computer records) and work of the Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Standby Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the Servicer; provided, however, that the Standby Servicer will provide notice to the Indenture Trustee if the Standby Servicer has actual knowledge of any defective or inaccurate data. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Standby Servicer making or continuing any Errors (collectively, “Continued Errors”), the Standby Servicer shall provide notice of such circumstances to the Indenture Trustee, and the Standby Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Standby Servicer agrees to use its best efforts to resolve and prevent further Continued Errors. In the event that a Responsible Officer of the Standby Servicer has actual knowledge of Errors or Continued Errors, it shall, with the prior written consent of the Indenture Trustee (acting at the direction of the Holders of a majority of the Note Balance of the Controlling Class), use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Standby Servicer shall be entitled to recover its costs expended thereby from the Servicer, and to the extent not paid by the Servicer, pursuant to Section 4.4(a) or Section 5.4(a) of the Indenture, as applicable.
(e) Notwithstanding anything herein to the contrary, the Standby Servicer may delegate any and all of its duties and responsibilities hereunder, including but not limited to its duties as successor Servicer hereunder, to a subservicer should the Standby Servicer become the successor Servicer pursuant to Section 7.1. No such delegation or sub-contracting of duties by the Standby Servicer, including as successor Servicer, shall relieve the Standby Servicer of its responsibilities with respect to such duties.
(f) The Standby Servicer shall have no responsibility or liability for the acts or omissions of the Servicer, DTCS, the Seller, the Issuer, the Indenture Trustee or any other party to this Agreement or the other Transaction Documents. The Standby Servicer may assume the performance by the Servicer, DTCS, the Seller, the Issuer, the Indenture Trustee or any other party to this Agreement or the other Transaction Documents absent written notice or actual knowledge of a Responsible Officer to the contrary.
(g) Except to the extent set forth in the Transaction Documents, the Standby Servicer shall be entitled to each protection, privilege or indemnity afforded to the Indenture Trustee under Sections 3.5, 6.1(b), 6.1(c), 6.1(g), 6.2(a) through 6.2(e), 6.2(h), 6.2(i), 6.2(k) through 6.2(s) and 6.4 of the Indenture as though set forth in their entirety mutatis mutandis.. 33 Sale and Servicing Agreement (BLAST 2024-2)
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2024-2), Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2024-2)
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 Accounts 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 national banking associations 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 provision shall not protect the Standby Servicer against any liability that would otherwise be imposed by reason of a breach of this Agreement due to willful misconduct, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement.
(d) Notwithstanding anything contained in this Agreement to the contrary, the Standby Servicer is authorized to accept and reasonably rely on all of the accounting records (including computer records) and work of the Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Standby Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the Servicer; provided, however, that the Standby Servicer will provide notice to the Indenture Trustee if the Standby Servicer has actual knowledge of any defective or inaccurate data. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Standby Servicer making or continuing any Errors (collectively, “Continued Errors”), the Standby Servicer shall provide notice of such circumstances to the Indenture Trustee, and the Standby Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Standby Servicer agrees to use its best efforts to resolve and prevent 32 Sale and Servicing Agreement (BLAST 2023-1) further Continued Errors. In the event that a Responsible Officer of the Standby Servicer has actual knowledge of Errors or Continued Errors, it shall, with the prior written consent of the Indenture Trustee (acting at the direction of the Holders of a majority of the Note Balance of the Controlling Class), use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Standby Servicer shall be entitled to recover its costs expended thereby from the Servicer, and to the extent not paid by the Servicer, pursuant to Section 4.4(a) or Section 5.4(a) of the Indenture, as applicable.
(e) Notwithstanding anything herein to the contrary, the Standby Servicer may delegate any and all of its duties and responsibilities hereunder, including but not limited to its duties as successor Servicer hereunder, to a subservicer should the Standby Servicer become the successor Servicer pursuant to Section 7.1. No such delegation or sub-contracting of duties by the Standby Servicer, including as successor Servicer, shall relieve the Standby Servicer of its responsibilities with respect to such duties.
(f) The Standby Servicer shall have no responsibility or liability for the acts or omissions of the Servicer, DTCS, the Seller, the Issuer, the Indenture Trustee or any other party to this Agreement or the other Transaction Documents. The Standby Servicer may assume the performance by the Servicer, DTCS, the Seller, the Issuer, the Indenture Trustee or any other party to this Agreement or the other Transaction Documents absent written notice or actual knowledge of a Responsible Officer to the contrary.
(g) Except to the extent set forth in the Transaction Documents, the Standby Servicer shall be entitled to each protection, privilege or indemnity afforded to the Indenture Trustee under Sections 3.5, 6.1(b), 6.1(c), 6.1(g), 6.2(a) through ), 6.2(b), 6.2(c), 6.2(d), 6.2(e), 6.2(h), 6.2(i), 6.2(k) through ), 6.2(l), 6.2(m), 6.2(n), 6.2(o), 6.2(p), 6.2(q), 6.2(r), 6.2(s) and 6.4 of the Indenture as though set forth in their entirety mutatis mutandis.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2023-1), Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2023-1)
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 provision shall not protect the Standby Servicer against any liability that would otherwise be imposed by reason of a breach of this Agreement due to willful misconduct, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement.
(d) Notwithstanding anything contained in this Agreement to the contrary, the Standby Servicer is authorized to accept and reasonably rely on all of the accounting records (including computer records) and work of the Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Standby Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the Servicer; provided, however, that the Standby Servicer will provide notice to the Indenture Trustee if the Standby Servicer has actual knowledge of any defective or inaccurate data. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Standby Servicer making or continuing any Errors (collectively, “Continued Errors”), the Standby Servicer shall provide notice of such circumstances to the Indenture Trustee, and the Standby Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Standby Servicer agrees to use its best efforts to resolve and prevent further Continued Errors. In the event that a Responsible Officer of the Standby Servicer has actual knowledge of Errors or Continued Errors, it shall, with the prior written consent of the Indenture Trustee (acting at the direction of the Holders of a majority of the Note Balance of the Controlling Class), use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Standby Servicer shall be entitled to recover its costs expended thereby from the Servicer, and to the extent not paid by the Servicer, pursuant to Section 4.4(a) or Section 5.4(a) of the Indenture, as applicable.
(e) Notwithstanding anything herein to the contrary, the Standby Servicer may delegate any and all of its duties and responsibilities hereunder, including but not limited to its duties as successor Servicer hereunder, to a subservicer should the Standby Servicer become the successor Servicer pursuant to Section 7.1. No such delegation or sub-contracting of duties by the Standby Servicer, including as successor Servicer, shall relieve the Standby Servicer of its responsibilities with respect to such duties.
(f) The Standby Servicer shall have no responsibility or liability for the acts or omissions of the Servicer, DTCS, the Seller, the Issuer, the Indenture Trustee or any other party to this Agreement or the other Transaction Documents. The Standby Servicer may assume the performance by the Servicer, DTCS, the Seller, the Issuer, the Indenture Trustee or any other party to this Agreement or the other Transaction Documents absent written notice or actual knowledge of a Responsible Officer to the contrary.
(g) Except to the extent set forth in the Transaction Documents, the Standby Servicer shall be entitled to each protection, privilege or indemnity afforded to the Indenture Trustee under Sections 3.5, 6.1(b), 6.1(c), 6.1(g), 6.2(a) through 6.2(e), 6.2(h), 6.2(i), 6.2(k) through 6.2(s) and 6.4 of the Indenture as though set forth in their entirety mutatis mutandis.. 33 Sale and Servicing Agreement (BLAST 2024-4)
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2024-4), Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2024-4)
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 Accounts 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 national banking associations 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 provision shall not protect the Standby Servicer against any liability that would otherwise be imposed by reason of a breach of this Agreement due to willful misconduct, bad faith or negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement.
(d) Notwithstanding anything contained in this Agreement to the contrary, the Standby Servicer is authorized to accept and reasonably rely on all of the accounting records (including computer records) and work of the Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Standby Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the Servicer; provided, however, that the Standby Servicer will provide notice to the Indenture Trustee if the Standby Servicer has actual knowledge of any defective or inaccurate data. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Standby Servicer making or continuing any Errors (collectively, “Continued Errors”), the Standby Servicer shall provide notice of such circumstances to the Indenture Trustee, and the Standby Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that the Standby Servicer agrees to use its best efforts to resolve and prevent further Continued Errors. In the event that a Responsible Officer of the Standby Servicer has actual knowledge of Errors or Continued Errors, it shall, with the prior written consent of the Indenture Trustee (acting at the direction of the Holders of a majority of the Note Balance of the Controlling Class), use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors. The Standby Servicer shall be entitled to recover its costs expended thereby from the Servicer, and to the extent not paid by the Servicer, pursuant to Section 4.4(a) or Section 5.4(a) of the Indenture, as applicable.
(e) Notwithstanding anything herein to the contrary, the Standby Servicer may delegate any and all of its duties and responsibilities hereunder, including but not limited to its duties as successor Servicer hereunder, to a subservicer should the Standby Servicer become the successor Servicer pursuant to Section 7.1. No such delegation or sub-contracting of duties by the Standby Servicer, including as successor Servicer, shall relieve the Standby Servicer of its responsibilities with respect to such duties.
(f) The Standby Servicer shall have no responsibility or liability for the acts or omissions of the Servicer, DTCS, the Seller, the Issuer, the Indenture Trustee or any other party to this Agreement or the other Transaction Indenture and Related Documents. The Standby Servicer may assume the performance by the Servicer, DTCS, the Seller, the Issuer, the Indenture Trustee or any other party to the this Agreement or the other Transaction Documents absent written notice or actual knowledge of a Responsible Officer to the contrary.
(g) Except to the extent set forth in the Transaction Documents, the Standby Servicer shall be entitled to each protection, privilege or indemnity afforded to the Indenture Trustee under Sections 3.5, 6.1(b), 6.1(c), 6.1(g), 6.2(a) through 6.2(e), 6.2(h), 6.2(i), 6.2(k) through 6.2(s) and 6.4 of the Indenture as though set forth in their entirety mutatis mutandis.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Bridgecrest Auto Funding LLC)