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 sh...
Consequences of a Servicer Termination Event. (a) Following a Servicer Termination Event, the Indenture Trustee may, or, at the written direction of Noteholders holding not less than 51% of the Note Balance of the Controlling Class shall, terminate all of the rights and obligations of the Servicer under this Agreement by notice in writing to the Servicer, each Rating Agency, the Noteholders and the Asset Representations Reviewer. On or after the receipt by the Servicer of such written notice, all authority, power, obligations and responsibilities of the Servicer under this Agreement automatically shall pass to, be vested in and become obligations and responsibilities of, either the Backup Servicer (if one has been appointed and becomes the successor Servicer pursuant to Section 8.03) or the successor Servicer appointed pursuant to Section 8.03; provided, however, that such successor Servicer shall have no liability with respect to any obligation that was required to be performed by the terminated Servicer prior to the date that such successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer. As soon as practicable after the declaration of a Servicer Termination Event, the Indenture Trustee shall notify the Backup Servicer, if any, thereof and in any event shall notify the Backup Servicer, if any, of any notice by the Indenture Trustee to, or direction to the Indenture Trustee from, Noteholders regarding a Servicer Termination Event.
Consequences of a Servicer Termination Event. (a) If a Servicer Termination Event shall occur, the Indenture Trustee may, and at the direction of Noteholders evidencing at least 50% of the Outstanding Amount of the Notes, shall, terminate all of the rights and obligations of the Servicer under this Agreement by notice in writing to the Servicer. On or after the receipt by the Servicer of such written notice, all authority, power, obligations and responsibilities of the Servicer under this Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the Indenture Trustee, as successor servicer, subject to Section 8.03; provided, however, that such successor Servicer shall have no liability with respect to any obligation that was required to be performed by the terminated Servicer prior to the date that such 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 related documents to show the Indenture Trustee as lienholder or secured party on the related certificates of title of the Financed Vehicles or otherwise.
Consequences of a Servicer Termination Event. If a Servicer -------------------------------------------- Termination Event shall occur and be continuing, the Trustee shall, if so directed by the Controlling Party, by notice given in writing to the Servicer, terminate the rights and obligations of the Servicer under this Agreement subject to the compensation, rights of reimbursement, indemnity and limitation on liability to which the Servicer is then entitled and the rights of indemnity to which the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, the Back-up Servicer, the Successor Servicer, the Insurer and the Noteholders are then entitled, in each case pursuant to Sections 9.2 and 9.4 hereof.
Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Lender shall thereafter have the right to direct all activities of the Servicer with respect to the Collateral, including the right to direct the Servicer to deliver any portion of the Collateral then held by the Servicer to the location designated by the Lender; in addition, by notice given in writing to the Servicer 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, power, obligations and responsibilities of the Servicer under this Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer selected by the Lender pursuant to Section 4.3 hereof.
Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Funding Agent, by ten
Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, any of the Trustee or the Holders of Certificates evidencing not less than a Certificate Majority, by notice given in writing to the Servicer (and to the Trustee if given by the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement; PROVIDED, HOWEVER, that no termination shall relieve the Servicer of any liability to which it has previously become subject under this Agreement. Upon receipt by the Servicer of such written notice, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Certificates or the Trust Property or
Consequences of a Servicer Termination Event. If a Servicer -------------------------------------------- Termination Event shall occur and be continuing, the Collateral Agent shall, if so directed by the Lender and, provided no Insurer Default has occurred and is continuing, the Insurer, by notice given in writing to the Servicer, terminate the rights and obligations of the Servicer under this Agreement subject to the compensation, rights of reimbursement, indemnity and limitation on liability to which the Servicer is then entitled and the rights of indemnity to which each Indemnified Party pursuant to Sections 5.03. Notwithstanding the foregoing, in no event shall the Lender or Insurer be obligated to make any payment or provide any assurances described in the immediately preceding sentence.
