Common use of The Back-up Servicer Clause in Contracts

The Back-up Servicer. Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it by the provisions hereof. Such duties generally relate to the following procedures which would permit the Back-up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Servicer, prior to assuming any of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Servicer reasonably acceptable to each Rating Agency, and the Insurer with not less than 60 day's notice delivered to the Servicer, the Trustee and the Seller. Prior to its becoming successor servicer, the Back-up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the various agreements named herein. In its capacity as successor servicer and as Back-up 98 104 Servicer, Fairbanks shall in no event be liable for any obligations of the Seller or the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase obligations. The Back-up Servicer agrees to indemnify the Trust, the Trustee, the Seller, the Certificateholders and the Servicer, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Trust, the Trustee, the Seller, the Certificateholder or the Servicer and their respective directors, officers, employees and agents through the Back-up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the cost, loss, claim, damage or liability. The Back-up Servicer (including the Back-up Servicer in its capacity as successor servicer) in addition agrees to indemnify the Servicer against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Back-up Servicer of its duties hereunder from the date on which it becomes the successor servicer, other than any loss, claim or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this Agreement. The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur whenever such liability is imposed. No later than the fifth Business Day prior to the Deposit Date in each calendar month commencing in September 1999, the Servicer shall deliver to the Back-up Servicer a complete set of servicing records in computer-readable form with respect to the payment, collection and other servicing activity of the Mortgage Loans during the preceding calendar month, which records shall contain sufficient data to permit the Back-up Servicer to assume the duties of the Servicer hereunder without delay on account of the absence of relevant servicing information. On at least a quarterly basis, the Back-up Servicer shall convert and "map" the data contained in such servicing records to its own servicing system, and shall provide the Certificate Insurer and Trustee not later than each March 15, June 15, September 15 and December 15, commencing in September 1999, with an officer's certificate, to the effect that it has received from the Servicer each monthly submission of servicing data, has completed such conversion and mapping of the data delivered with respect to the three immediately preceding calendar months, and is capable of assuming the duties of the Servicer if required to do so hereunder.

The Back-up Servicer. Prior to assuming any of the Servicer's rights and obligations hereunder, hereunder the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it by the provisions hereof. Such duties generally relate to the following procedures which would permit the Back-up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Servicer, prior to assuming any of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Servicer reasonably acceptable to each Rating Agency, and the Insurer with not less than 60 day's notice delivered to the Servicer, the Indenture Trustee and the SellerDepositor. Prior to its becoming successor servicer, the Back-up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the various agreements named herein. In its capacity as successor servicer and as Back-up 98 104 Servicer, Fairbanks Capital Corp. shall in no event be liable for any obligations of the Unaffiliated Seller or the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase obligations. The Back-up Servicer agrees to indemnify the Trust, the Indenture Trustee, the SellerDepositor, each Noteholder, the Certificateholders Servicer and the ServicerUnaffiliated Seller, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Trust, the Indenture Trustee, the SellerDepositor, the Certificateholder Noteholder, the Servicer, or the Servicer Unaffiliated Seller and their respective directors, officers, employees and agents through the Back-up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the cost, loss, claim, damage or liability. The Back-up Servicer (including the Back-up Servicer in its capacity as successor servicer) in addition agrees to indemnify the Servicer against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Back-up Servicer of its duties hereunder from the date on which it becomes the successor servicer, other than any loss, claim or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this Agreement. The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur whenever such liability is imposed. No later than the fifth Business Day prior to the Deposit Date in of each calendar month commencing in September 1999month, the Servicer shall deliver to the Back-up Servicer a complete set of servicing records in computer-readable form with respect to the payment, collection and other servicing activity of the Mortgage Loans during the preceding calendar month, which records shall contain sufficient data to permit the Back-up Servicer to assume the duties of the Servicer hereunder without delay on account of the absence of relevant servicing information. On at least a quarterly basis, the Back-up Servicer shall convert and "map" the data contained in such servicing records to its own servicing system, and shall provide the Certificate Insurer and Indenture Trustee not later than each March 15, June 15, September 15 and December 15, commencing in September 15, 1999, with an officer's certificate, in the form of Exhibit F hereto, to the effect that it has received from the Servicer each monthly submission of servicing data, has completed such conversion and mapping of the data delivered with respect to the three immediately preceding calendar months, and is capable of assuming the duties of the Servicer if required to do so hereunder.

The Back-up Servicer. Prior to assuming any of the Servicer's rights and obligations hereunder, the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it by the provisions hereof. Such duties generally relate to the following procedures which would permit the Back-up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Servicer, prior to assuming any of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Servicer reasonably acceptable to each Rating Agency, and the Insurer with not less than 60 day's notice delivered to the Servicer, the Trustee and the Seller. Prior to its becoming successor servicer, the Back-up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the various agreements named herein. In its capacity as successor servicer and as Back-up 98 104 Servicer, Fairbanks shall in no event be liable for any obligations of the Seller or the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase obligations. The Back-up Servicer agrees to indemnify the Trust, the Trustee, the Seller, the Certificateholders and the Servicer, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Trust, the Trustee, the Seller, the Certificateholder or the Servicer and their respective directors, officers, employees and agents through the Back-up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the cost, loss, claim, damage or liability. The Back-up Servicer (including the Back-up Servicer in its capacity as successor servicer) in addition agrees to indemnify the Servicer against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Back-up Servicer of its duties hereunder from the date on which it becomes the successor servicer, other than any loss, claim or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this Agreement. The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur whenever such liability is imposed. No later than the fifth Business Day prior to the Deposit Date in each calendar month commencing in September 1999January 2000, the Servicer shall deliver to the Back-up Servicer a complete set of servicing records in computer-readable form with respect to the payment, collection and other servicing activity of the Mortgage Loans during the preceding calendar month, which records shall contain sufficient data (including the name, phone number and address of each borrower) to permit the Back-up Servicer to assume the duties of the Servicer hereunder without delay on account of the absence of relevant servicing information. On at least a quarterly basis, the Back-up Servicer shall convert and "map" the data contained in such servicing records to its own servicing system, and shall provide the Certificate Insurer and Trustee not later than each March January 15, June April 15, September July 15 and December October 15, commencing in September 1999January 2000, with an officer's certificate, to the effect that it has received from the Servicer each monthly submission of servicing data, has completed such conversion and mapping of the data delivered with respect to the three immediately preceding calendar months, and is capable of assuming the duties of the Servicer if required to do so hereunder.

The Back-up Servicer. (a) Prior to assuming any of the Servicer's rights and obligations hereunder, hereunder the Back-up Servicer shall only be responsible to perform those duties specifically imposed upon it by the provisions hereof. Such duties generally relate to the following procedures which would permit the Back-up Servicer to assume some or all of the Servicer's rights and obligations hereunder with reasonable dispatch, following notice. The Back-up Servicer, prior to assuming any of the Servicer's duties hereunder may not resign hereunder unless it arranges for a successor Back-up Servicer reasonably acceptable to each Rating Agency, and the Insurer with not less than 60 day's notice delivered to the Servicer, the Indenture Trustee and the SellerDepositor. Prior to its becoming successor servicer, the Back-up Servicer shall have only those duties and obligations imposed by it under this Agreement, and shall have no obligations or duties under any agreement to which it is not a party, including but not limited to the various agreements named herein. In its capacity as successor servicer and as Back-up 98 104 Servicer, Fairbanks Capital shall in no event be liable for any obligations of the Unaffiliated Seller or the Servicer to any party, whether hereunder or under any other agreement, which are not related to servicing functions, including, without limitation, any repurchase obligations. The Back-up Servicer agrees to indemnify the Trust, the Indenture Trustee, the SellerDepositor, each Noteholder, the Certificateholders Servicer and the ServicerUnaffiliated Seller, and any of their respective directors, officers, employees or agents from, and hold them harmless against, any and all costs, expenses (including reasonable attorney fees and disbursements), losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon the Trust, the Indenture Trustee, the SellerDepositor, the Certificateholder Noteholder, the Servicer, or the Servicer Unaffiliated Seller and their respective directors, officers, employees and agents through the Back-up Servicer's acts or omissions in violation of this Agreement, except to the extent such indemnified party's own bad faith, willful misconduct or gross negligence contributes to the cost, loss, claim, damage or liability. The Back-up Servicer (including the Back-up Servicer in its capacity as successor servicer) in addition agrees to indemnify the Servicer against any losses, claims or damages whenever imposed or suffered resulting from the performance or non-performance by the Back-up Servicer of its duties hereunder from the date on which it becomes the successor servicer, other than any loss, claim or damage resulting from the Servicer's negligence, misconduct, bad faith or failure to comply with this Agreement. The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Back-up Servicer, whenever such acts or omissions occur whenever such liability is imposed. No later than the fifth Business Day prior to the Deposit Date in each calendar month commencing in September 1999, the Servicer shall deliver to the Back-up Servicer a complete set of servicing records in computer-readable form with respect to the payment, collection and other servicing activity of the Mortgage Loans during the preceding calendar month, which records shall contain sufficient data to permit the Back-up Servicer to assume the duties of the Servicer hereunder without delay on account of the absence of relevant servicing information. On at least a quarterly basis, the Back-up Servicer shall convert and "map" the data contained in such servicing records to its own servicing system, and shall provide the Certificate Insurer and Trustee not later than each March 15, June 15, September 15 and December 15, commencing in September 1999, with an officer's certificate, to the effect that it has received from the Servicer each monthly submission of servicing data, has completed such conversion and mapping of the data delivered with respect to the three immediately preceding calendar months, and is capable of assuming the duties of the Servicer if required to do so hereunder.