Financial Security's Direction Upon Servicer Default Sample Clauses

Financial Security's Direction Upon Servicer Default. (a) So long as no Financial Security Insolvency has occurred and no Financial Security Default has occurred and is continuing, if there exists any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement, Financial Security shall, notwithstanding the provisions of Article VIII of the Sale and Servicing Agreement, have the sole right to direct the Indenture Trustee as to any and all actions to be taken under the Indenture or the Sale and Servicing Agreement, as applicable, including, without limitation, all actions with respect to (i) the giving of directions to the Master Servicer and any Subservicer with respect to the servicing of the Contracts and any of the respective obligations of the Company under the Sale and Servicing Agreement, (ii) the exercise of all rights, remedies, powers, privileges and claims against any obligor under the Sale and Servicing Agreement and (iii) the giving or withholding of all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Indenture or the Sale and Servicing Agreement, as applicable, in each case to the same extent as the Noteholders or the Certificateholders might do but for the collateral assignment and security interests granted to Financial Security hereunder, provided, however, that the Indenture Trustee, without obtaining the consent or direction of Financial Security, may at all times take any action permitted or required to be taken by it under the terms of the Indenture or as a fiduciary in order to protect the Indenture Trustee's, the Noteholders' and the Certificateholders' interest in the Trust Estate or to preserve any available claims against the Company on behalf of the Noteholders and the Certificateholders. Financial Security shall indemnify the Indenture Trustee in full for any costs and expenses incurred (including the reasonable fees and expenses of the Indenture Trustee's counsel) in connection with the Indenture Trustee's due performance of directions pursuant to this subsection (a) or in connection with any inaction of the Indenture Trustee as a result of a direction from Financial Security at any time when Financial Security holds the right to direct the Indenture Trustee as provided for in this paragraph (a).
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Financial Security's Direction Upon Servicer Default. (a) So long as no Financial Security Insolvency has occurred and no Financial Security Default has occurred and is continuing, if there exists any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement, Financial Security shall, notwithstanding the provisions of Article VIII of the Sale and Servicing Agreement, have the sole right to direct the Indenture Trustee as to any and all actions to be taken under the Indenture or the Sale and Servicing Agreement, as applicable, including, without limitation, all actions with respect to (i) the giving of directions to the Master Servicer and any Subservicer with respect to the servicing of the Contracts and any of the respective obligations of the Company under the Sale and Servicing Agreement, (ii) the exercise of all rights, remedies, powers, privileges and claims against any obligor under the Sale and Servicing Agreement and (iii) the giving or withholding of all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Indenture or the Sale and Servicing Agreement, as applicable, in each case to the same extent as the Noteholders or the Certificateholders might do but for the collateral assignment and security interests granted to Financial Security hereunder, provided, however, that the Indenture Trustee,
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Financial Security's Direction Upon Servicer Default. 38 Section 5.02. Financial Security's Direction of Insolvency Proceedings..............40
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Financial Security's Direction Upon Servicer Default. (a) So long as no Financial Security Insolvency has occurred and no Financial Security Default has occurred and is continuing, if there exists any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement, Financial Security shall, notwithstanding the
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Related to Financial Security's Direction Upon Servicer Default

  • Servicer Defaults If any one of the following events (a “Servicer Default”) shall occur and be continuing:

  • Master Servicer Events of Default Each of the following shall constitute a "Master Servicer Event of Default":

  • Servicer Default If any one of the following events (a “Servicer Default”) shall occur and be continuing:

  • Notice of Servicer Default The Servicer shall deliver to the Issuer, the Indenture Trustee, the CPUC and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 7.01.

  • Consequences of a Servicer Default If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or the Majority Certificateholders as of the close of the preceding Distribution Date) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer.

  • Action Upon Certain Failures of the Master Servicer and Upon Event of Default In the event that a Responsible Officer of the Trustee shall have actual knowledge of any action or inaction of the Master Servicer that would become an Event of Default upon the Master Servicer’s failure to remedy the same after notice, the Trustee shall give prompt written notice thereof to the Master Servicer.

  • Servicer Event of Default Any one of the conditions or circumstances enumerated in Section 4.07 with respect to the Servicer.

  • Servicer Events of Default (a) The following events shall each constitute a "Servicer Event of Default" hereunder:

  • Servicer Defaults; Termination of Servicer (a) Notwithstanding Section 4.1(a) of the Basic Servicing Agreement, the occurrence and continuation of any of the following shall constitute an Event of Default under the Servicing Agreement (each, a “Servicer Default”):

  • Consequences of a Servicer Termination Event If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Notes, the Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Servicer appointed by the Majority Noteholders; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

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