The Back. Up Servicer's appointment shall be irrevocable except that its appointment may be terminated by the Servicer provided that a replacement Back-Up Servicer is immediately appointed on the same terms as set out in this Clause 19.
The Back. Up Servicer shall act as the agent and attorney of the Servicer in carrying out the Services and performing the covenants of the Servicer under this Agreement on behalf of the Servicer PROVIDED THAT:
The Back up Manager agrees to, and hereby does, defend, indemnify, and hold harmless the Owners, the initial Manager, the Indenture Trustee, any Series Enhancer, the Deal Agent, the Noteholders, and its and their respective officers, directors, employees and agents (each of the foregoing, an "INDEMNIFIED PARTY") from and against any and all Claims incurred by or asserted against such Indemnified Party to the extent resulting or arising from (a) an action or inaction by the Back-up Manager that is contrary to the terms of this Agreement or the Management Agreement, (b) a breach by the Back-up Manager of its representations and covenants set forth in this Agreement which has a material adverse effect, or (c) any information certified in any schedule or report delivered by the Back-up Manager, being untrue in any material respect as of the date of such certification, except for Claims which arise out of an Indemnified Party's willful misconduct, gross negligence, or failure to comply with or perform its obligations under any Related Document, provided that the foregoing indemnity shall in no way be deemed to impose on the Back-up Manager any obligation to reimburse an Indemnified Party for losses arising solely from the financial inability of the related obligor on a User Lease to make rental and other lease-related payments.
The Back. Up Servicer shall not be obligated to maintain the Lock- Box Account or to follow the WSC Servicing Guide, but may instead follow the Servicing Standards set forth in clauses (ii) through (iv) of such definition.
The Back. Up Cash Manager shall provide to the Loan Note Issuer (and, following the delivery of a Loan Note Enforcement Notice, the Security Trustee) access to the documentation regarding the Secured Property which is under its control in such cases where the Loan Note Issuer (or any person acting on its behalf) or the Security Trustee (or any person acting on its behalf), as the case may be, is required:
The Back. Up Cash Manager may engage and pay for the advice or service of a reputable firm of lawyers or any other professional advisers whose advice or services may to it seem reasonably necessary or expedient in connection with its assumption of the Back-Up Cash Manager Obligations pursuant to this Agreement, provided that the Back-Up Cash Manager shall not delegate its role hereunder. The Back-Up Cash Manager may rely and act upon any advice so obtained and shall not be responsible or liable for any loss occasioned by reasonably acting on such advice. For the avoidance of doubt, all reasonable costs and expenses of such engagement shall be paid by the Loan Note Issuer.
The Back up Manager shall not resign from the obligations and duties hereby imposed on it as Back-up Manager except (a) with the prior written consent of the Deal Agent, the Requisite Global Majority, and any Series Enhancer, or (b) upon determination that the performance of its duties hereunder is no longer permissible under applicable law. Any such determination permitting the resignation of the Back-up Manager shall be evidenced by an opinion of counsel to the Back-up Manager to such effect delivered to the Deal Agent, the Indenture Trustee, any Series Enhancer and to the Rating Agencies. Upon the Back-up Manager's resignation or termination pursuant to SECTIONS 4.1 OR 4.3 hereof, the Back-up Manager shall comply with the provisions of this Agreement until the acceptance of appointment and commencement of the Back-up Manager's duties by a successor Back-up Manager. Any such successor Back-up Manager shall be appointed by the Deal Agent and the Requisite Global Majority subject to the prior written consent of any Series Enhancer.
The Back up Manager represents and warrants to the Manager, the Indenture Trustee, the Deal Agent, each Series Enhancer, the Manager, and each Owner that:
The Back. Up Servicer shall upon reasonable notice and during normal business hours from the Bond Insurer, permit the Bond Insurer to review any books, records or reports of the Back-Up Servicer relating to its obligations under this Agreement.
The Back up Manager shall not resign from the obligations and duties hereby imposed on it as Back-up Manager except (a) with the prior written consent of the Requisite Global Majority, or (b) upon determination that the performance of its duties hereunder is no longer permissible under Applicable Law. Any such determination permitting the resignation of the Back-up Manager shall be evidenced by an opinion of counsel to the Back-up Manager to such effect delivered to each Series Enhancer and to the Rating Agencies. Upon the Back-up Manager’s resignation or termination pursuant to Sections 4.1 or 4.3 hereof, the Back-up Manager shall comply with the provisions of this Agreement until the acceptance of appointment and commencement of the Back-up Manager’s duties by a successor Back-up Manager. Any such successor Back-up Manager shall be appointed by the Requisite Global Majority.
