Replacement Servicer Clause Samples
Replacement Servicer. In the event that the Seller ceases to be the Servicer, the Guarantor shall forthwith arrange for the servicing of any Related Loans and their Shared Security with a new Servicer (each a “Replacement Servicer”) in a manner which ensures continuity of servicing and is authorized to do so without any further consent on the part of the beneficial owner (or owner) of Seller Retained Loans provided that the Replacement Servicer meets the following requirements and enters into a servicing agreement in favour of the Guarantor and the related Seller that meets the following requirements and provides that:
(a) such Replacement Servicer:
(i) possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under the applicable servicing agreement;
(ii) meets or exceeds the minimum standards, if any, prescribed by the Rating Agencies, and meets or exceeds the Servicer Replacement Ratings;
(iii) if regulated, it is in regulatory good standing;
(iv) is in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the execution, delivery and performance of the applicable servicing agreement;
(v) is in material compliance with all laws, regulations and rules applicable to the Replacement Servicer relevant to the execution, delivery and performance of the applicable servicing agreement; and
(vi) covenants to comply with, and perform its obligations under, the provisions of the CMHC Guide, and of the Transaction Documents to which it is a party, in each case applicable to it;
(b) each Seller Retained Loan together with each Guarantor Purchased Loan secured by the same Shared Security are serviced by the Replacement Servicer or a subservicer under the same servicing agreement or subservicing agreement;
(c) the terms of the applicable servicing agreement are commercially reasonable having regard to the interest of each of the Secured Parties in the Related Loans and Shared Security being serviced thereunder, and on substantially the same terms as the Servicing Agreement;
(d) the Seller Retained Loans are serviced in accordance with the related Seller’s Policy and otherwise in accordance with the standards of a Reasonable and Prudent Mortgage Lender and such servicing complies with any laws applicable the related Seller and the servicing of the related Seller’s assets;
(e) the costs of any such Replacement Servicer are allocated on an equitable basis between the Guara...
Replacement Servicer. If (x) a Servicer Termination Event has occurred or (y) the Servicer or the Back-Up Servicer has resigned, then, upon the written request of the Administrative Agent (acting at the direction of the Required Lenders) (which request may be in the form of any email from counsel to the Administrative Agent and the Lenders), the Loan Parties shall promptly exercise any and all rights such Loan Parties have under the terms of the applicable ABS Documentation (including the limited liability company agreements of the SPV Subsidiaries) (to the extent of such rights)with respect to the appointment of a new servicer or replacement servicer reasonably acceptable to the Required Lenders for all Commission Receivables owned or held by the SPV Subsidiaries and the ABS Note Subsidiaries. Each capitalized term used in this Section 4.19 that is not defined in this Agreement has the meaning assigned thereto in the applicable ABS Documentation.
Replacement Servicer. For the avoidance of doubt, the Security Trustee shall not be under any obligation to take steps to appoint any replacement Servicer in the event that any such person shall resign or have their appointment terminated in accordance with the terms of any relevant Relevant Documents.
Replacement Servicer. (i) Upon the expiration or termination of this Agreement in accordance with this Article X, or upon the resignation by or removal of the Servicer with respect to the performance of the Services for any or all of the Aircraft Assets, the Servicer will cooperate with any Replacement Servicer, including providing such Replacement Servicer with all information and documents reasonably requested.
(ii) Other than at the expiration of the term as set forth in Section 10.01 or pursuant to a termination of the Agreement by the Servicer in accordance with Section 10.02(a)(i)(A) due to nonpayment of amounts owed to the Servicer, the Servicer may not resign or be removed from its obligations and duties as Servicer hereunder, nor may this Agreement be terminated with respect to the Servicer, in either case in whole or in part, unless a Replacement Servicer has been appointed by the Company or, if an Event of Default has occurred and is continuing, the Policy Provider, and has accepted such appointment, and the Company has received both a written confirmation from each of the Rating Agencies that no lowering or withdrawal of the then current Ratings of any class or subclass of Notes will result from such appointment and the prior written consent of the Policy Provider; provided that, in the event that a Replacement Servicer shall not have been appointed within 90 days after any termination of this Agreement with respect to the Servicer or any resignation by or removal of the Servicer, the Servicer or the Company (and, following the giving of a Default Notice under the Indenture, the Policy Provider or the Security Trustee) may petition any court of competent jurisdiction for the appointment of a Replacement Servicer.
Replacement Servicer. If servicing is transferred from the Servicer to a replacement Servicer pursuant to Article VII of the Sale and Servicing Agreement, then in the event that the fees and expenses of a replacement servicer or any transition costs relating to the transfer of servicing from the Servicer to the replacement servicer exceed the amounts payable to such Servicer under the Sale and Servicing Agreement, the Servicer shall promptly pay such fees, expenses or transition costs. Any such amounts paid by the Insurer shall be part of Reimbursable Amounts payable to the Insurer hereunder.
Replacement Servicer. If TCSI is terminated as Servicer pursuant to Section 4.5 below, Borrower may enter into a new servicing agreement with a replacement servicer for such Servicing Fees and on such other terms and conditions as Lender, in its sole discretion, may determine.
Replacement Servicer. The Company may be terminated by Buyer as Servicer hereunder, and the Company may resign as Servicer hereunder, and in each case the Company may be replaced with a new Servicer by Buyer, following the occurrence of any of the following:
(a) as to either termination by Buyer or resignation by the Company, after the Option Expiration Date;
(b) as to termination by Buyer only, an Insolvency Event or Change of Control of the Company;
(c) as to termination by Buyer only, a Company Trigger Event; or
(d) as to termination by Buyer only, at any time if the Company fails to perform any of the services set forth in Sections 5.01 or 5.02. Termination of the Company as Servicer under this Section 5.03 shall be immediately effective upon notice by Buyer to the Company, and resignation of the Company as Servicer under this Section 5.03 shall be effective upon the date that is thirty (30) days following notice by the Company to Buyer. Termination of the Company as Servicer hereunder shall be without prejudice to any rights of Buyer that may have accrued through such date. In the event that the Company is terminated as Servicer, (i) a replacement Servicer may be appointed by Buyer, (ii) the Company shall cooperate reasonably with Buyer and any replacement Servicer designated by Buyer, to transfer any information and materials to such replacement Servicer, and (iii) if requested by the Company, Buyer shall enforce, cause the replacement Servicer to enforce, or grant to the Company the right to enforce against Licensee any payment obligations other than the Royalty, at the Company’s direction and at the Company’s sole cost and expense.
Replacement Servicer. The Servicer shall provide within 60 days after the Closing Date a written plan (the “Replacement Servicer Plan”), which is acceptable to the Administrator, for transferring its servicing duties with respect to the Pool Receivables, the related Accounts and Contracts to a replacement servicer in the instance of a Replacement Event.
Replacement Servicer. Seller may be terminated as Servicer hereunder and replaced with a new Servicer by Purchaser (or by Administrative Agent on behalf of Purchaser in the event that Purchaser shall fail to replace the Servicer within five (5) Business Days after a Servicer Termination Event, or in the event that an Event of Default has occurred and is continuing) following the occurrence of any of the following events (each, a “Servicer Termination Event”):
(a) Seller fails to perform or observe any covenant or agreement contained in this Article V and, solely if the consequences of the failure to perform or observe such covenant or agreement can be cured, in the case of any covenant or agreement contained in Sections 5.04(d), (e) or (f), such failure continues for a period of [***] Business Days without such cure after the earlier of (x) the date Seller becomes aware of such failure and (y) the date Purchaser, or Administrative Agent on behalf of Purchaser, provides notice of such failure to Seller;
(b) an Insolvency Event of Seller; or
(c) a Seller Event of Default shall occur and be continuing. Termination of Seller as Servicer hereunder shall be without prejudice to any rights of Purchaser or Administrative Agent that may have accrued through such date. In the event that Seller is terminated as Servicer, (i) a replacement Servicer shall be appointed by Purchaser in consultation with, and with the prior written consent of, Administrative Agent, or by Administrative Agent on behalf of Purchaser as provided in the first sentence of this Section 5.05) and (ii) Seller shall cooperate reasonably with Purchaser and Administrative Agent and any replacement Servicer designated by Purchaser or Administrative Agent, to transfer any information and materials to such replacement Servicer or undertake any other reasonable and necessary actions to ensure an effective transition of services required in the servicing of the Transferred Assets to the successor Servicer.
Replacement Servicer. The Contributor may be terminated as Servicer hereunder and replaced with a new Servicer by Company (or by the Lender on behalf of Company in the event that Company shall fail to replace the Servicer within 5 Business Days after a Servicer Termination Event, or in the event that an Event of Default has occurred and is continuing) following the occurrence of any of the following events (each, a “Servicer Termination Event”):
(a) any default by the Contributor under this Article V that continues unremedied for (i) in the case of Sections 5.01(d), 5.04(d)-(g) and 5.04(h)(i)-(iii), fifteen (15) Business Days, and (ii) in the case of other provisions under this Article V, thirty (30) Business Days, in each case after notice of such default from Company or the Lender to the Contributor;
(b) an Insolvency Event of the Contributor; or
(c) a Contributor Event of Default shall occur and be continuing. Termination of the Contributor as Servicer hereunder shall be without prejudice to any rights of Company or the Lender that may have accrued through such date. In the event that the Contributor is terminated as Servicer, (i) a replacement Servicer shall be appointed by Company in consultation with, and with the prior written consent of, the Lender, or by the Lender on behalf of Company as provided in the first sentence of this Section 5.05) and (ii) the Contributor shall cooperate reasonably with Company and the Lender and any replacement Servicer designated by Company or the Lender, to transfer any information and materials to such replacement Servicer or undertake any other reasonable actions to ensure an effective transition of services required in the servicing of the Transferred Assets to the successor Servicer.