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Backup Servicing Agreement

 

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Title:

Backup Servicing Agreement

Entities:

Amedisys, Inc.

Date:

2007

Size:

Preview shows 6KB of 67KB total

Price:

$44

ID:

#2804475

 

 

► Services ► Servicing ► Backup Servicing Agreements
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                           BACKUP SERVICING AGREEMENT


BACKUP SERVICING AGREEMENT (the "Agreement"), dated as of April 12,
2007, among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association organized under the laws of the United States, as backup servicer
(the "Backup Servicer"), and as trust collateral agent (the "Trust Collateral
Agent"), XL CAPITAL ASSURANCE INC., a New York corporation (the "Class A
Insurer"), CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("Credit
Acceptance" or the "Servicer"), CREDIT ACCEPTANCE FUNDING LLC 2007-1, a Delaware
limited liability company (the "Seller") and CREDIT ACCEPTANCE AUTO DEALER LOAN
TRUST 2007-1, a Delaware statutory trust (the "Trust" or the "Issuer").

WITNESSETH:

WHEREAS, Credit Acceptance, the Seller, the Backup Servicer, the
Issuer and the Trust Collateral Agent have entered into a Sale and Servicing
Agreement, dated as of the Closing Date (as amended, restated, supplemented or
otherwise modified from time to time, the "Sale and Servicing Agreement");

WHEREAS, the parties to the Sale and Servicing Agreement desire to
obtain the services of the Backup Servicer to perform certain servicing
functions and assume certain obligations with respect to the Sale and Servicing
Agreement, all as set forth herein, and the Backup Servicer has agreed to
perform such functions and assume such obligations; and

WHEREAS, for its services hereunder and with respect to the Sale and
Servicing Agreement, the Backup Servicer will receive a fee payable as described
herein;

NOW THEREFORE, in consideration for the mutual agreements contained
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

SECTION 1.1. Definitions. All capitalized terms not otherwise defined
herein shall have the meanings specified in, or incorporated by reference to,
the Sale and Servicing Agreement. The following terms shall have the meanings
specified below:

"Aggregate Basis" means verification of only such aggregated amounts
as are stated in the Servicer's Certificate, and not as to any amount related to
any Dealer Loan or Contract.

"Assumption Date" has the meaning specified in Section 2.3(a).

"Backup Servicer Event of Default" has the meaning specified in
Section 4.1.

{PAGE}

"Backup Servicer's Certificate" has the meaning specified in Section
2.10.

"Backup Servicing Fee" means, as to each Distribution Date, $4,000;
provided, however, that if the Backup Servicer becomes the successor Servicer,
such fee shall no longer be paid.

"Continued Errors" has the meaning specified in Section 2.2(c)(iii).

"Errors" has the meaning specified in Section 2.2(c)(iii).

"Liability" has the meaning specified in Section 2.2(c)(i).

"Live Data Files" has the meaning specified in Section 2.6(a).

"Material Adverse Change" means any circumstance or event which in the
reasonable judgment of the Class A Insurer: (a) may be reasonably expected to
cause a material adverse change to the validity or enforceability of this
Agreement or the Sale and Servicing Agreement; or (b) may be reasonably expected
to materially impair the ability of the Backup Servicer to fulfill its
obligations under this Agreement or the Sale and Servicing Agreement.

"Servicer's Data File" has the meaning specified in Section 2.1(a).

"Service-Related Activities" means the services and service-related
activities and the servicer-related responsibilities of the Servicer provided
for under the Sale and Servicing Agreement as modified or eliminated herein with
respect to the Backup Servicer.

"Servicing Fee" has the meaning given such term in Section 1.01 of the
Sale and Servicing Agreement.

"Successor Backup Servicer" has the meaning specified in Section
2.4(b).

"Third Party" has the meaning specified in Section 2.9(d).

SECTION 1.2. Usage of Terms. With respect to all terms in this Agreement,
the singular includes the plural and the plural the singular; words importing
any gender include the other gender; references to "writing" include printing,
typing, lithography, and other means of reproducing words in a visible form;
references to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered into in accordance with
their respective terms and not prohibited by this Agreement; references to
Persons include their permitted successors and assigns; and the term "including"
means "including without limitation."

SECTION 1.3. Section References. All section references shall be to
Sections in this Agreement (unless otherwise provided).

 

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