Termination of Servicer. (a) If a Servicer Replacement Event shall have occurred and be continuing, the Indenture Trustee shall, at the direction of the Noteholders representing at least a majority of the Note Balance of the Controlling Class, by notice given to the Servicer, the Owner Trustee, the Issuer, the Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, the Indenture Trustee shall appoint a successor Servicer. Upon the Servicer’s receipt of notice of termination, such Servicer will continue to perform its functions as Servicer under this Agreement only until the date specified in such termination notice or, if no such date is specified in such termination notice, until receipt of such notice. If a successor Servicer has not been appointed at the time when the outgoing Servicer ceases to act as Servicer in accordance with this Section, the Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Indenture Trustee, if it is legally unable or is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint a successor Servicer. Any successor Servicer shall be an established institution having a net worth of not less than $100,000,000 and whose regular business includes the servicing of comparable motor vehicle receivables having an aggregate outstanding principal amount of not less than $50,000,000.
Termination of Servicer. 50 Section 8.12.
Termination of Servicer. In the event of an event of the occurrence of a Servicer Event of Default specified in Section 7.01 of the Sale and Servicing Agreement, the Indenture Trustee may, with the consent of the Note Insurer or, with the prior written consent of the Note Insurer, the Holder of Notes representing not less than 50% of the Note Principal Balance of the Outstanding Notes of both Classes, and shall, upon the direction of the Note Insurer (or as otherwise provided in the Sale and Servicing Agreement), terminate the Servicer as provided in Section 7.01 of the Sale and Servicing Agreement. If the Indenture Trustee terminates the Servicer, the Indenture Trustee shall, pursuant to Section 7.02 of the Sale and Servicing Agreement, assume the duties of the Servicer or appoint a successor Servicer acceptable to the Trust, the Note Insurer and the Rating Agencies and meeting the requirements set forth in the Sale and Servicing Agreement.
Termination of Servicer. In the event of an event of default specified in Section 6.01 of the Servicing Agreement, the Indenture Trustee may, with the consent of the Note Insurer, and shall, upon the direction of the Note Insurer (or as otherwise provided in the Servicing Agreement), terminate the Servicer as provided in Section 6.01 and Section 6.02
Termination of Servicer. (a) If a Servicer Termination Event shall have occurred and be continuing, the Indenture Trustee shall, at the direction of the Controlling Party, by notice given to the Servicer, the Owner Trustee, the Issuer, the Administrator, the Noteholders[, the Insurer] and each Rating Agency, terminate the rights and obligations of the Servicer under this Agreement with respect to the Contracts. Upon the Servicer’s receipt of notice of termination pursuant to this Section 7.1(a) or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 30 days from the delivery to the Backup Servicer and the Indenture Trustee of written notice of such resignation (or the date of written confirmation of such notice prior to the expiration of the 45 days) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, and, prior to the Termination Date, [if the Insurer so directs (so long as the Insurer is the Controlling Party),] the Backup Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the Backup Servicer shall not be liable for any actions of any Servicer prior to such succession or for any breach by the Servicer of any of its representations and warranties contained in this Agreement or in any related document or agreement. Notwithstanding the above, if the Backup Servicer is legally unable to so act or, prior to the Termination Date, [the Insurer otherwise directs (so long as the Insurer is the Controlling Party), the Insurer may appoint a Successor Servicer, otherwise,] the Indenture Trustee shall appoint (after soliciting bids from potential servicers), or petition a court of competent jurisdiction to appoint, a serv...
Termination of Servicer. The respective obligations and responsibilities of the Servicer shall terminate upon: (i) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or the disposition of all REO Property and the remittance of all funds due hereunder; or (ii) by mutual consent of the Servicer and the Purchaser in writing; or (iii) in the event that the Mortgage Loans become the subject of a Securitization Transaction, in accordance with any requirements of any rating agency which has rated or will rate some or all of the securities issued in connection with such Securitization Transaction, as such requirements pertain to such Securitization Transaction.
Termination of Servicer. 118 Section 7.01. Events of Default...................................................... 118 Section 7.02. Servicer Trigger Event................................................. 120 Section 7.03. Master Servicer to Act; Appointment of Successor....................... 121 Section 7.04. Notification to Certificateholders..................................... 122 ARTICLE VIII CONCERNING THE TRUSTEE and the securities administrator............................... 123
Termination of Servicer. (a) In the event that a Servicer Termination Event occurs, the Administrative Agent (acting on the instructions of the Required Lenders) may, in its sole discretion, deliver notice to the Operator under the applicable Wholly Owned Opco O&M Agreement and to the Back-Up Servicer under the applicable Wholly Owned Opco Back-Up Servicing Agreement or the Transition Manager under the applicable Wholly Owned Opco Transition Management Agreement, as applicable, terminating the appointment of such Operator and triggering the transition to the Back-Up Servicer or Transition Manager, as applicable, as successor Operator under the applicable Wholly Owned Opco O&M Agreement. The Borrower shall, and shall cause each Subsidiary to, immediately take all such action necessary (including the delivery of notice) to terminate the Operator and transition to the Back-Up Servicer or Transition Manager, as applicable.
Termination of Servicer. The Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce the Servicer’s obligation to service the Serviced Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust Fund, shall have the same rights (but not the obligations) as the Owner to enforce the obligations of the Servicer under the Servicing Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Owner” in the Servicing Agreement shall include the “Master Servicer”; provided, however, that any obligation of the Owner to pay or reimburse the Servicer shall be satisfied from funds available in the Custodial Account or the Trust Fund. The Master Servicer shall be entitled to terminate the rights and obligations of the Servicer under this Agreement upon the occurrence of an Event of Default under Section 9.01 of the Servicing Agreement (as modified by this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Owner under the Servicing Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement. A copy of all assessments, attestations, reports and certifications required to be delivered by the Servicer under this Agreement and the Servicing Agreement shall be delivered to the Master Servicer by the date(s) specified herein or therein, and where such documents are required to be addressed to any party, such addressees shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents.
Termination of Servicer. If a Servicer Termination Event occurs and is continuing, the Indenture Trustee may or, if directed by the Noteholders of a majority of the Note Balance of the Controlling Class, must terminate the Servicer under this Agreement by notice to the Servicer, the Issuer, the Owner Trustee and the Secured Parties. The notice of termination will state the date the termination will be effective. On receipt of the notice, the Issuer will promptly notify the Rating Agencies and the Asset Representations Reviewer and the Owner Trustee will promptly notify the holder of the Residual Interest.
