Common use of Termination of Agent Clause in Contracts

Termination of Agent. Prior to a Securitization, the Agent may be terminated at any time upon ten (10) days prior written notice from the Note A-1 Holder. In the event that the Agent is terminated pursuant to this Section 38, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date and time of such termination. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. UBS AG, New York Branch, as Initial Agent, may transfer its rights and obligations to the Servicer, as successor Agent, at any time without the consent of any Noteholder. UBS AG, New York Branch, as Initial Agent, shall promptly and diligently attempt to cause the Servicer to act as successor Agent, and, if the Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. The termination or resignation of the Servicer, as Servicer under the Servicing Agreement, shall be deemed a termination or resignation of the Servicer as Agent under this Agreement. Notwithstanding anything to the contrary in this Agreement, upon a Securitization of any Senior Note or any portion thereof, the Certificate Administrator (or, if there is no Certificate Administrator, the Trustee) shall automatically become and be the Agent.

Termination of Agent. Prior to a Securitization, the Agent may be terminated at any time upon ten (10) days prior written notice from the Note A-1 A-3 Holder. In the event that the Agent is terminated pursuant to this Section 38, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date and time of such termination. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. UBS AG, New York Branch, as Initial Agent, may transfer its rights and obligations to the Servicer, as successor Agent, at any time without the consent of any Noteholder. UBS AG, New York Branch, as Initial Agent, shall promptly and diligently attempt to cause the Servicer to act as successor Agent, and, if the Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. The termination or resignation of the Servicer, as Servicer under the Servicing Agreement, shall be deemed a termination or resignation of the Servicer as Agent under this Agreement. Notwithstanding anything to the contrary in this Agreement, upon a Securitization of any Senior Note or any portion thereof, the Certificate Administrator (or, if there is no Certificate Administrator, the Trustee) shall automatically become and be the Agent.