Subcontracts; Assignment to Servicer’s Legal Successor. The Servicer has the right to employ Subcontractors to perform activities associated with or in support of the services provided hereunder. Notwithstanding any provision of this Servicing Agreement that requires Servicer to perform any particular service for the Bank, or to comply with any particular servicer performance measures, or to perform any other obligation hereunder, or to accept liability for any aspect of servicing such Loans, if servicing of the applicable Loans is performed by any subservicer or Subcontractor pursuant to a subservicing agreement or subcontracting agreement executed prior to the Effective Date and the subservicing agreement or subcontracting agreement does not require the subservicer or Subcontractor to comply with the particular servicer performance measures set forth in this Servicing Agreement, or to perform any one or more of the other obligations hereunder with respect to such Loans, then if the Servicer is unable to force compliance by such subservicer or Subcontractor with the requirements set forth in this Servicing Agreement, the Bank’s remedy shall be limited to treating the failure as a Material Guarantee Breach under Section 9.1 above and requiring the Servicer to purchase the affected Loan(s) pursuant to the provisions of Section 9.1. With regard to all Subcontractors with which Servicer contracts after the Effective Date, Servicer will ensure that any new Subcontractor complies with the terms of this Agreement. Except to the extent set forth earlier in this Section 11.4, the Servicer shall remain fully obligated hereunder for the performance by any Subcontractor of services hereunder. In connection with any audit of the Servicer pursuant to Section 5.1(l), the Servicer shall make available to the Bank, on-site at the Servicer’s facilities, all policies and procedures and available audit reports related to the Servicer’s audit of any such subservicer or Subcontractor or the Servicer’s vendor management of any such subservicer or Subcontractor applicable to the Loans being serviced under this Servicing Agreement, including, without limitation, any Security Assessment Framework evaluations (SAFe assessments) of such subservicer or Subcontractor. The Servicer may assign its rights and delegate its duties hereunder to any legal successor of the Servicer. Upon the written request of the Bank, the Servicer shall provide information regarding the name and qualifications of any significant Subcontractor. With respect to all such subcontracts entered into after the Effective Date of this Servicing Agreement, the Servicer will obtain the prior approval of the Bank of any offshore entity that is to serve as a Subcontractor if such entity is to have access to the non-public personal information of the Bank’s customers, which approval will not be unreasonably withheld or delayed; provided, however, that if the Bank approves such an offshore Subcontractor for the purposes of this Section 11.4 for a specific service, such Subcontractor shall be deemed approved to perform other services that are reasonably defined as being within the same category of
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Samples: Loan Servicing and Administration Agreement, Loan Servicing and Administration Agreement (SLM Corp)
Subcontracts; Assignment to Servicer’s Legal Successor. The Servicer has the right to employ Subcontractors subcontractors to perform activities associated with or in support of the services provided hereunder. Notwithstanding any provision of this Servicing Agreement that requires Servicer to perform any particular service for the BankHolder, or to comply with any particular servicer performance measuresService Performance Measures, or to perform any other obligation hereunder, or to accept liability for any aspect of servicing such Loans, if servicing of the applicable Loans is performed by any subservicer or Subcontractor subcontractor pursuant to a subservicing agreement or subcontracting agreement executed prior to the Effective Date and the subservicing agreement or subcontracting agreement does not require the subservicer or Subcontractor subcontractor to comply with the particular servicer performance measures Service Performance Measures set forth in this Servicing Agreement, or to perform any one or more of the other obligations hereunder with respect to such Loans, then if the Servicer is unable to force compliance by such subservicer or Subcontractor subcontractor with the requirements set forth in this Servicing Agreement, the BankHolder’s remedy shall be limited to treating the failure as a Material Guarantee Breach under Section 9.1 above and requiring the Servicer to purchase the affected Loan(s) pursuant to the provisions of Section 9.1. With regard to all Subcontractors with which Servicer contracts after the Effective Date, Servicer will ensure that any new Subcontractor complies with the terms of this Agreement. Except to the extent set forth earlier in this Section 11.4, the Servicer shall remain fully obligated hereunder for the performance by any Subcontractor subcontractor of services hereunder. In connection with any audit of the Servicer pursuant to Section 5.1(l), the Servicer shall make available to the Bank, on-site at the Servicer’s facilities, all policies and procedures and available audit reports related to the Servicer’s audit of any such subservicer or Subcontractor or the Servicer’s vendor management of any such subservicer or Subcontractor applicable to the Loans being serviced under this Servicing Agreement, including, without limitation, any Security Assessment Framework evaluations (SAFe assessments) of such subservicer or Subcontractor. The Servicer may assign its rights and delegate its duties hereunder to any legal successor of the Servicer. Upon the written request of the BankHolder, the Servicer shall provide information regarding the name and qualifications of any significant Subcontractorsubcontractor. With respect to all such subcontracts entered into after the Effective Date of this Servicing Agreement, the Servicer will obtain the prior approval of the Bank Holder of any offshore entity that is to serve as a Subcontractor subcontractor if such entity is to have access to the non-public personal information of the BankHolder’s customers, which approval will not be unreasonably withheld or delayed; provided, however, that if the Bank Holder approves such an offshore Subcontractor subcontractor for the purposes of this Section 11.4 for a specific service, such Subcontractor subcontractor shall be deemed approved to perform other services that are reasonably defined as being within the same category ofof services. For example, if a subcontractor is approved to perform in-bound call center activity where the subcontractor will have access to the non-public personal information of the Holder’s customers, such subcontractor shall be deemed approved to perform outbound call center activity if the scope of the Servicer’s subcontract with such subcontractor is subsequently expanded. Similarly, if a subcontractor is approved to perform specific account processing activities where the subcontractor will have access to the non-public personal information of the Holder’s customers, such subcontractor shall be deemed approved to perform other account processing activities if the scope of the Servicer’s subcontract with such subcontractor is subsequently expanded.
Appears in 1 contract
Samples: Loan Servicing and Administration Agreement (SLM Corp)
Subcontracts; Assignment to Servicer’s Legal Successor. The Servicer has the right to employ Subcontractors subcontractors to perform activities associated with or in support of the services provided hereunder. Notwithstanding any provision of this Servicing Agreement that requires Servicer to perform any particular service for the BankHolder, or to comply with any particular servicer performance measuresService Performance Measures, or to perform any other obligation hereunder, or to accept liability for any aspect of servicing such Loans, if servicing of the applicable Loans is performed by any subservicer or Subcontractor subcontractor pursuant to a subservicing agreement or subcontracting agreement executed prior to the Effective Date and the subservicing agreement or subcontracting agreement does not require the subservicer or Subcontractor subcontractor to comply with the particular servicer performance measures Service Performance Measures set forth in this Servicing Agreement, or to perform any one or more of the other obligations hereunder with respect to such Loans, then if the Servicer is unable to force compliance by such subservicer or Subcontractor subcontractor with the requirements set forth in this Servicing Agreement, the BankHolder’s remedy shall be limited to treating the failure as a Material Guarantee Breach under Section 9.1 above and requiring the Servicer to purchase the affected Loan(s) pursuant to the provisions of Section 9.1. With regard to all Subcontractors with which Servicer contracts after the Effective Date, Servicer will ensure that any new Subcontractor complies with the terms of this Agreement. Except to the extent set forth earlier in this Section 11.4, the Servicer shall remain fully obligated hereunder for the performance by any Subcontractor subcontractor of services hereunder. In connection with any audit of the Servicer pursuant to Section 5.1(l), the Servicer shall make available to the Bank, on-site at the Servicer’s facilities, all policies and procedures and available audit reports related to the Servicer’s audit of any such subservicer or Subcontractor or the Servicer’s vendor management of any such subservicer or Subcontractor applicable to the Loans being serviced under this Servicing Agreement, including, without limitation, any Security Assessment Framework evaluations (SAFe assessments) of such subservicer or Subcontractor. The Servicer may assign its rights and delegate its duties hereunder to any legal successor of the Servicer. Upon the written request of the BankHolder, the Servicer shall provide information regarding the name and qualifications of any significant Subcontractorsubcontractor. With respect to all such subcontracts entered into after the Effective Date of this Servicing Agreement, the Servicer will obtain the prior approval of the Bank Holder of any offshore entity that is to serve as a Subcontractor subcontractor if such entity is to have access to the non-public personal information of the BankHolder’s customers, which approval will not be unreasonably withheld or delayed; provided, however, that if the Bank Holder approves such an offshore Subcontractor subcontractor for the purposes of this Section 11.4 for a specific service, such Subcontractor subcontractor shall be deemed approved to perform other services that are reasonably defined as being within the same category ofof services. For example, if a subcontractor is approved to perform in-bound call center activity where the subcontractor will have access to the non-public personal information of the Holder’s customers, such subcontractor shall be deemed approved to perform outbound call center activity if the scope of the Servicer’s subcontract with such subcontractor is subsequently expanded. Similarly, if a subcontractor is approved to perform specific account processing activities where the subcontractor will have access to the non-public personal information of the Holder’s customers, such subcontractor shall be deemed approved to perform other account processing activities if the scope of the Servicer’s subcontract with such subcontractor is subsequently expanded. ARTICLE TWELVE
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