The Backup Servicer. (a) Prior to assuming any of the Servicer’s rights and obligations hereunder the Backup Servicer shall only be required to perform those duties specifically imposed upon it by the provisions of this Agreement and the Backup Servicing Agreement, and no implied obligations shall be read into this Agreement and therein against the Backup Servicer. Such duties generally relate to following the provisions herein and therein which would permit the Backup Servicer to assume some or all of the Servicer’s rights and obligations hereunder (as modified or limited herein or in the Backup Servicing Agreement) with reasonable dispatch, following written notice. The Backup Servicer, prior to assuming any of the Servicer’s duties hereunder, may not resign hereunder unless it arranges for a successor Backup Servicer reasonably acceptable to the Servicer and the Seller, with not less than thirty (30) days’ notice delivered to the Servicer and the Seller. The Backup Servicer 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.
(b) The Backup Servicer shall not be required to expend or risk its own funds or otherwise incur liability (financial or otherwise) in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or written indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it in writing prior to the expenditure or risk of such funds or incurrence of financial liability. Notwithstanding any provision to the contrary, the Backup Servicer, in its capacity as such, and not in its capacity as successor Servicer, shall not be liable for any obligation of the Servicer contained in this Agreement, and the parties shall look only to the Servicer to perform such obligations.
(c) The Servicer shall have no liability, direct or indirect, to any party, for the acts or omissions of the Backup Servicer, irrespective of when such acts or omissions may occur whenever such acts or omissions occur, except as set forth in Section 4.09(f). The successor Servicer shall not be liable for the acts or omissions of any predecessor Servicer.
The Backup Servicer. (a) The Issuer, the Indenture Trustee and the Trust Depositor hereby appoint Xxxxx Fargo Bank, National Association to act as Backup Servicer in accordance with the terms of this Agreement. Xxxxx Fargo Bank, National Association hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein.
(b) The Backup Servicer shall perform the following duties and obligations:
(i) On or before the Closing Date, the Backup Servicer shall accept from the Servicer delivery of the information required to be set forth in the Quarterly Reports in hard copy and in an agreed upon electronic format.
(ii) Not later than 12:00 noon New York time two Business Days prior to each Determination Date, the Servicer shall provide to the Backup Servicer and the Backup Servicer shall accept delivery of tape in an agreed upon electronic format (the “Tape”) from the Servicer, which shall include but not be limited to the following information: (x) for each Loan, the (1) Loan number, (2) legal name of the related Obligor, (3) state or country of the Obligor’s chief executive office, (4) SIC Code, (5) outstandings at cost, (6) type of Loan (i.e., term Loan or revolving Loan), (7) type of security interest (i.e., senior or subordinated), (8) term payment type (i.e., amortizing or balloon), (9) origination date, (10) maturity date, (11) benchmark for the Loan’s interest rate, (12) margin, (13) frequency of Scheduled Payments, (14) controlling interest, (15) the collection status, (16) the Loan status, (17) the Outstanding Loan Balance and (18) the date the current S&P Rating with respect to such Loan was issued and the date the current S&P Rating with respect to such Loan expires, (y) the Aggregate Outstanding Loan Balance, and (z) the Loan Pool Balance.
(iii) Prior to the related Payment Date, the Backup Servicer shall review the Quarterly Report to ensure that it is complete on its face and that the following items in such Quarterly Report have been accurately calculated, if applicable, and reported: (A) the Aggregate Outstanding Loan Balance, (B) the Backup Servicing Fee, (C) the Loans that are 30 or more days Delinquent (other than Defaulted Loans), (D) the Defaulted Loans, (E) the portfolio yield, (F) the principal and interest payments due to Noteholders and (G) the Loan Pool Balance. The Backup Servicer shall notify the Indenture Trustee, the Initial Purchasers and the Servicer of any disagreements with the Quarterly Report b...
The Backup Servicer. Section 9.01.
The Backup Servicer. (a) In the event that (i) a Servicer Termination Event has occurred and is continuing or (ii)
The Backup Servicer. (a) The Issuer, the Indenture Trustee and the Trust Depositor hereby appoint Xxxxx Fargo Bank Minnesota, National Association to act as Backup Servicer in accordance with the terms of this Agreement. Xxxxx Fargo Bank Minnesota, National Association hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein.
(b) The Backup Servicer shall perform the following duties and obligations:
(i) On or before the Closing Date, the Backup Servicer shall accept from the Servicer delivery of the information required to be set forth in the Monthly Reports in hard copy and in an agreed upon electronic format.
(ii) Not later than 12:00 noon New York time two (2) Business Days prior to each Determination Date, the Servicer shall provide to the Backup Servicer and the Backup Servicer shall accept delivery of tape in an agreed upon electronic format (the “Tape”) from the Servicer, which shall include but not be limited to the following information: (x) for each Loan, the (1) Loan number, (2) legal name of the related Obligor, (3) state of the Obligor’s chief executive office, (4) SIC Code, (5) outstandings at cost, (6) type of Loan (i.e., term Loan or revolving Loan), (7) type of security interest (i.e., senior or subordinated), (8) term payment type (i.e., amortizing or balloon),
The Backup Servicer. 86 Section 7.1 Designation of the Backup Servicer............................................... 86 Section 7.2 Duties of the Backup Servicer.................................................... 86 Section 7.3 Merger or Consolidation.......................................................... 87
The Backup Servicer. Section 7.1. Designation of the Backup Servicer Section 7.2. Duties of the Backup Servicer Section 7.3. Merger or Consolidation Section 7.4. Backup Servicing Compensation Section 7.5. Backup Servicer Removal Section 7.6. Limitation on Liability Section 7.7. The Backup Servicer Not to Resign
The Backup Servicer. Xxxxx Fargo will act as Backup Servicer under this Agreement. If the Servicer is terminated under this Agreement, Xxxxx Fargo (or its affiliate, provided such affiliate meets the requirements of successor Servicer set forth in Section 8.02 of this Agreement) will be required to act as successor servicer hereunder, provided, however, that the Seller may designate an entity other than Xxxxx Fargo to act as successor servicer so long as that entity meets the requirements set forth in Section 7.06 of this Agreement. The Backup Servicer will have no servicing obligations until and unless it becomes a successor servicer. Pursuant to Section 8.02, at such time as the Backup Servicer (or its affiliate) becomes the successor servicer to the Servicer, the Backup Servicer will assume all of the Servicer’s servicing obligations as set forth in this Agreement. The Seller has the right to terminate Xxxxx Fargo as Backup Servicer at its discretion; provided, however, that the Trustee has received a letter from each Rating Agency that such a termination and appointment of a successor Backup Servicer will not result in a downgrading of the rating of any of the Certificates.
The Backup Servicer
