Appointment of the Successor Master Servicer Sample Clauses

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Appointment of the Successor Master Servicer. In connection with the termination of Master Servicer’s responsibilities under this Agreement pursuant to Section 5.1 or 6.1, Owner shall appoint a successor master servicer that shall have a long-term debt rating of at least “Baa3” by M▇▇▇▇’▇ and “BBB-” by S&P. The successor master servicer shall succeed to all rights and assume all of the responsibilities, duties and liabilities of Master Servicer under this Agreement (such successor master servicer being referred to as the “Successor Master Servicer”); provided, that the Successor Master Servicer shall have no responsibility for any actions of Master Servicer prior to the date of its appointment as Successor Master Servicer. The Successor Master Servicer shall accept its appointment by executing, acknowledging and delivering to Owner an instrument in form and substance acceptable to Owner. Owner shall provide prior written notice of such appointment to the Rating Agencies and the Indenture Trustee.
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Appointment of the Successor Master Servicer. (a) Upon termination of the [Master Servicer]'s responsibilities under this Agreement pursuant to Section 4.10 or Section 4.12, the [Master Administrator] may, but shall not be obligated to unless the Rating Agency indicates by written notice to the [Master Administrator] that such failure would result in a suspension, downgrade, or withdrawal of the then current rating assigned to the Investor Certificates, appoint a successor [Master Servicer] acceptable to the Trustee and the Rating Agency (a "Successor [Master Servicer]"). Such Successor [Master Servicer] shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the [Master Servicer] under this Agreement; provided, that such Successor [Master Servicer] and the Trustee shall have no responsibility for any actions of the [Master Servicer] prior to the date of the appointment of such Successor [Master Servicer] as [Master Servicer]. Prior to the appointment of such Successor [Master Servicer], the Trustee shall be authorized and empowered to execute and deliver, on behalf of the [Master Servicer], as attorney-in-fact or otherwise, any and all documents and other instruments, and to do any and all acts or things necessary or appropriate to effect the purposes of such notice of termination and to perform the duties of the [Master Servicer] hereunder
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Appointment of the Successor Master Servicer. (a) Upon termination of the [Master Servicer]'s responsibilities under this Agreement pursuant to Section 4.10 or Section 4.12, the [Master Administrator] may, but shall not be obligated to unless the Rating Agency indicates by written notice to the [Master Administrator] that such failure would result in a suspension, downgrade, or withdrawal of the then current rating assigned to the Investor Certificates, appoint a successor [Master Servicer] acceptable to the Trustee and the Rating Agency (a "Successor [Master Servicer]"). Such Successor [Master Servicer] shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the [Master Servicer] under this Agreement; provided, that such Successor [Master Servicer] and the Trustee shall have no responsibility for any actions of the [Master Servicer] prior to the date of the appointment of such Successor [Master Servicer] as [Master Servicer]. Prior to the appointment of such Successor [Master Servicer], the Trustee shall be authorized and empowered to execute and deliver, on behalf of the [Master Servicer], as attorney-in-fact or otherwise, any and all documents and other instruments, and to do any and all acts or things necessary or appropriate to effect the purposes of such notice of termination and to perform the duties of the [Master Servicer] hereunder (including its duties as Successor Servicer hereunder but excluding its duty to indemnify pursuant to Article IX). The standard of care, representations and warranties, covenants, liabilities, rights of indemnification, and all other rights and obligations of the Trustee under this Agreement shall also be applicable to the Trustee in its capacity hereunder. In the event no Successor [Master Servicer] has been appointed within 60 days of the removal of a [Master Servicer] and the Trustee has received written notice from the Rating Agency to the effect that failure to appoint a successor [Master Servicer] will or has resulted in suspension, downgrade or withdrawal of the rating assigned to the Investor Certificates, the Trustee may petition a court of competent jurisdiction to appoint a Successor [Master Servicer]. (b) Any Successor [Master Servicer] appointed hereunder (including the Trustee during such time as it functions as the Successor [Master Servicer]) shall be entitled to reasonable compensation (including the estimated costs of such servicing and a reasonable profit) which shall be determined by the [Master Administrat...
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Related to Appointment of the Successor Master Servicer

  • Appointment of the Servicer (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section 9.01. Until the Administrative Agent gives notice to BrightView (in accordance with this Section 9.01) of the designation of a new Servicer, BrightView is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of an Event of Default, the Administrative Agent may (with the consent of the Majority Lenders) and shall (at the direction of the Majority Lenders) designate as Servicer any Person (including itself) to succeed BrightView or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a) above, BrightView agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and BrightView shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) BrightView acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agent and each Lender have relied on BrightView’s agreement to act as Servicer hereunder. Accordingly, BrightView agrees that it will not voluntarily resign as Servicer without the prior written consent of the Administrative Agent and the Majority Lenders. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the Borrower, the Administrative Agent and each Lender shall have the right to look solely to the Servicer for performance, (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer) and (v) if such Sub-Servicer is not an Affiliate of the Parent, the Administrative Agent and the Majority Lenders shall have consented in writing in advance to such delegation.

  • Appointment of Successor Servicer (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05, 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 forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) 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 termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer. (b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

  • Successor Master Servicer In connection with the appointment of any successor master servicer or the assumption of the duties of the Master Servicer, the Company or the Trustee may make such arrangements for the compensation of such successor master servicer out of payments on the Mortgage Loans as the Company or the Trustee and such successor master servicer shall agree. If the successor master servicer does not agree that such market value is a fair price, such successor master servicer shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. Notwithstanding the foregoing, the compensation payable to a successor master servicer may not exceed the compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act as Master Servicer hereunder.

  • Appointment of Successor Custodian If a successor custodian shall have been appointed by the Board of Trustees, the Custodian shall, upon receipt of a notice of acceptance by the successor custodian, on such specified date of termination (i) deliver directly to the successor custodian all Securities (other than Securities held in a Book-Entry System or Securities Depository) and cash then owned by the Fund and held by the Custodian as custodian, and (ii) transfer any Securities held in a Book-Entry System or Securities Depository to an account of or for the benefit of the Fund at the successor custodian, provided that the Trust shall have paid to the Custodian all fees, expenses and other amounts to the payment or reimbursement of which it shall then be entitled. In addition, the Custodian shall, at the expense of the Trust, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by the Custodian under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which the Custodian has maintained the same, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from the Custodian’s personnel in the establishment of books, records, and other data by such successor. Upon such delivery and transfer, the Custodian shall be relieved of all obligations under this Agreement.

  • Appointment of the Sub-Adviser The Adviser hereby appoints the Sub-Adviser to act as an investment adviser for each Fund, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Trust (the “Board”), and in accordance with the terms and conditions of this Agreement. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Adviser in any way or otherwise be deemed an agent of the Trust or the Adviser except as expressly authorized in this Agreement or another writing by the Trust, the Adviser and the Sub-Adviser. The Sub-Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided.