Examples of Designated Backup Subservicer in a sentence
Any such determination permitting the resignation of the Servicer, the Designated Backup Subservicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent, the Owner Trustee and the Insurer (unless an Insurer Default shall have occurred and be continuing).
UACC, the Designated Backup Subservicer, the Backup Servicer and any director, officer, employee or agent of UACC, the Designated Backup Subservicer or Backup Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement.
In the event that the Designated Backup Subservicer reports any discrepancies, the Servicer and the Backup Servicer shall attempt to reconcile such discrepancies prior to the next succeeding Distribution Date, but in the absence of a reconciliation, the Servicer’s Certificate shall control for the purpose of calculations and distributions with respect to the next succeeding Distribution Date.
The Backup Servicer shall cause the Designated Backup Subservicer to provide a letter to the Controlling Party and to the Trustee that it has verified the Servicer’s Certificate in accordance with this Section and shall notify the Servicer and the Controlling Party of any discrepancies, in each case, on or before the fifth Business Day following the Distribution Date.
In the event that the Designated Backup Subservicer and the Servicer are unable to reconcile discrepancies with respect to a Servicer’s Certificate by the next succeeding Distribution Date, the Servicer shall cause the Independent Accountants, at the Servicer’s expense, to audit the Servicer’s Certificate and, prior to the last day of the month after the month in which such Servicer’s Certificate was delivered, reconcile the discrepancies.
Upon any termination of, or appointment of a successor to, the Servicer, the Designated Backup Subservicer or the Backup Servicer, the Trust Collateral Agent shall give prompt written notice thereof to each Noteholder and to the Rating Agencies.
So long as no Insurer Default shall have occurred and be continuing, the Insurer (or, if an Insurer Default shall have occurred and be continuing, the Note Majority) may, on behalf of all Noteholders, waive any default by the Servicer, the Designated Backup Subservicer or the Backup Servicer in the performance of its obligations hereunder and its consequences.
Notwithstanding the foregoing, if the Servicer shall not be UACC, a successor to UACC as Servicer including the Backup Servicer or the Designated Backup Subservicer permitted by Section 9.3 shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.
Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Trustee, Trust Collateral Agent, Collateral Agent, Designated Backup Subservicer and Backup Servicer shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the Opinion of Counsel referred to in Section 12.2(h)(1) has been delivered.
This section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup Servicer and/or the Collateral Agent and/or the Custodian and/or the Designated Backup Subservicer.