Backup Servicing Termination Sample Clauses

The Backup Servicing Termination clause defines the conditions and procedures under which a backup servicer's role in a financial or servicing arrangement may be ended. Typically, this clause outlines specific events or triggers—such as the appointment of a new primary servicer, the resolution of a servicing default, or the completion of a transaction—that would lead to the termination of the backup servicer's responsibilities. Its core practical function is to ensure a clear and orderly transition of servicing duties, minimizing disruption and clarifying the rights and obligations of all parties involved when backup servicing is no longer required.
Backup Servicing Termination. Subject to Section 2.4 hereof, prior to the time the Backup Servicer receives a notice from the Trust Collateral Agent that the Backup Servicer will become the Servicer, the Backup Servicer may terminate this Agreement for any reason in its sole judgment and discretion upon delivery of ninety (90) days advance written notice to the Noteholders and the Trust Collateral Agent of such termination.
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Backup Servicing Termination. (a) Prior to the time the Backup Servicer receives a Transfer Notice, this Agreement may be terminated upon delivery of thirty (30) days advance written notice to the Backup Servicer of such termination. This Agreement shall be terminated pursuant to the previous sentence if (A) (i) the Servicer notifies the Issuing Entity in writing that the Servicer has engaged a replacement backup servicer or a Successor Servicer, (ii) the agreement with such replacement backup servicer or Successor Servicer, as the case may be, is reasonably satisfactory to the Issuing Entity in form and substance and (iii) the identity of such replacement backup servicer or Successor Servicer, as the case may be, is acceptable to the Issuing Entity in its sole discretion, (B) ▇▇▇▇▇’▇ shall have been given at least 10 Business Days’ prior notice thereof and shall have not notified the Issuing Entity and the Indenture Trustee that such action will result in a reduction or withdrawal of the then current rating of any Class of the Notes or (C) CNH Global N.V.’s long term unsecured debt credit rating by ▇▇▇▇▇’▇ rises to “Ba2” or higher. (b) Prior to the time the Backup Servicer receives a Transfer Notice, the Backup Servicer may resign as Backup Servicer under this Agreement for any reason in its sole judgment and discretion upon delivery of one hundred twenty (120) days advance written notice (“Resignation Notice”) to the Issuing Entity of such resignation. In the event that the Backup Servicer delivers a Resignation Notice pursuant to the foregoing sentence, the Servicer agrees to cooperate with the Issuing Entity, and to take such actions as the Issuing Entity may reasonably request, in order to appoint a replacement backup servicer as promptly as possible. If a successor Backup Servicer has not accepted appointment as the Successor Backup Servicer pursuant to Section 2.3(c) by the last day of such 120 day period, this Agreement shall terminate on the last day of such period. (c) The Issuing Entity may appoint a replacement backup servicer to serve as the backup servicer hereunder (a “Successor Backup Servicer”). Provided that the Successor Backup Servicer has executed a written assumption instrument acceptable to the Issuing Entity, the Successor Backup Servicer shall become the Backup Servicer hereunder effective on the date specified in such assumption instrument, which shall be a date not later than the day the predecessor Backup Servicer ceases to perform as Backup Servicer hereund...
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Backup Servicing Termination. (a) Prior to the time the Backup Servicer receives a Transfer Notice, this Agreement may be terminated upon delivery of thirty (30) days advance written notice to the Backup Servicer of such termination. This Agreement shall be terminated pursuant to the previous sentence if (A) (i) the Servicer notifies the Issuer in writing that the Servicer has engaged a replacement backup servicer or a Successor Servicer, (ii) the agreement with such replacement backup servicer or Successor Servicer, as the case may be, is reasonably satisfactory to the Issuer in form and substance and (iii) the identity of such replacement backup servicer or Successor Servicer, as the case may be, is acceptable to the Issuer in its sole discretion, (B) ▇▇▇▇▇’▇ has advised the Issuer that the termination of this Agreement will not result in a downgrade or withdrawal of its ratings on the Notes or (C) CNH Global N.V.’s long term unsecured debt credit rating by ▇▇▇▇▇’▇ rises to “Ba2” or higher. (b) Prior to the time the Backup Servicer receives a Transfer Notice, the Backup Servicer may terminate this Agreement for any reason in its sole judgment and discretion upon delivery of one hundred twenty (120) days advance written notice to the Issuer of such termination. In the event that the Backup Servicer delivers notice pursuant to the foregoing sentence, the Servicer agrees to cooperate with the Issuer, and to take such actions as the Issuer may reasonably request, in order to appoint a replacement backup servicer as promptly as possible.
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Backup Servicing Termination. Backup Servicer Fees; Payment of Expenses by Backup Servicer
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Backup Servicing Termination. 16 SECTION 4.4. Return of Confidential Information...................... 16
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Backup Servicing Termination. (a) Prior to the time the Backup Servicer receives a Transfer Notice, this Agreement may be terminated upon delivery of thirty (30) days advance written notice to the Backup Servicer of such termination. This Agreement shall be terminated pursuant to the previous sentence if (A) (i) the Servicer notifies the Issuer in writing that the Servicer has engaged a replacement backup servicer or a Successor Servicer, (ii) the agreement with such replacement backup servicer or Successor Servicer, as the case may be, is reasonably satisfactory to the Issuer in form and substance and (iii) the identity of such replacement backup servicer or Successor Servicer, as the case may be, is acceptable to the Issuer in its sole discretion or (B) ▇▇▇▇▇’▇ has advised the Issuer that the termination of this Agreement will not result in a downgrade or withdrawal of its ratings on the Notes. (b) Prior to the time the Backup Servicer receives a Transfer Notice, the Backup Servicer may terminate this Agreement for any reason in its sole judgment and discretion upon delivery of one hundred twenty (120) days advance written notice to the Issuer of such
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Backup Servicing Termination. (a) Unless earlier terminated pursuant to the following clause (b) or (c), this Agreement shall terminate upon written notice delivered to the Backup Servicer by the Deal Agent that the Loan Agreement has been terminated. (b) The Backup Servicer may terminate this Agreement (i) prior to the time the Backup Servicer receives a Servicer Termination Notice, for any reason in its sole judgment and discretion upon delivery of 90 days advance written notice to the Deal Agent of such termination; or (ii) as permitted by Section 2.4(c). (c) The Deal Agent may terminate this Agreement (i) as permitted by Sections 2.3(c), 2.4(b) or 4.2.
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Related to Backup Servicing Termination

  • Servicing Termination The Seller and the Trust hereby appoint Credit Acceptance as Servicer hereunder and Credit Acceptance hereby accepts such appointment and agrees to manage, collect and administer each of the Loans as Servicer. Upon the occurrence of a Servicer Default, the Indenture Trustee shall have the rights set forth in Section 8.01 hereof.

  • Master Servicing; Termination of Servicer ▇▇▇▇▇▇, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce ▇▇▇▇▇▇’▇ obligation to service the 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 Purchaser to enforce the obligations of ▇▇▇▇▇▇ under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse ▇▇▇▇▇▇ shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of ▇▇▇▇▇▇ under this Agreement upon the occurrence of an Event of Default under Section 15.01 of the Purchase 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 Purchaser under the Purchase 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.

  • Events of Servicing Termination (a) The occurrence of any one of the following events shall constitute an event of servicing termination hereunder (each, an “Event of Servicing Termination”): (i) any failure by the Servicer to deliver to the Owner Trustee, the Indenture Trustee, the Depositor, the Seller, each Paying Agent or the Rating Agencies the Servicer’s Certificate for any Collection Period, which failure shall continue unremedied beyond three (3) Business Days following the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Depositor, the Owner Trustee or the Indenture Trustee or to the Depositor, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, or any failure by the Servicer to make any required payment or deposit under this Agreement, which failure shall continue unremedied beyond five (5) Business Days following the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Depositor, the Owner Trustee or the Indenture Trustee or to the Depositor, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class; or (ii) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement in this Agreement, which failure shall materially and adversely affect the rights of the Depositor or the Noteholders and shall continue unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Depositor, the Owner Trustee or the Indenture Trustee or to the Depositor, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class; or (iii) any representation or warranty of the Servicer made in this Agreement or in any certificate delivered pursuant hereto or in connection herewith, other than any representation and warranty relating to a Receivable that has been purchased by the Servicer, proving to have been incorrect in any material respect as of the time when the same shall have been made, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured for a period of thirty (30) days after the date on which written notice of such circumstance or condition, requiring the same to be eliminated or cured, shall have been given to the Servicer by the Depositor, the Owner Trustee or the Indenture Trustee or to the Depositor, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class; or (iv) the entry of a decree or order by a court or agency or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver, liquidator or trustee for the Servicer in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding up or liquidation of its affairs, which decree or order continues unstayed and in effect for a period of sixty (60) consecutive days; or (v) the consent by the Servicer to the appointment of a conservator, receiver, liquidator or trustee in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to the Servicer or relating to substantially all of its property, the admission in writing by the Servicer of its inability to pay its debts generally as they become due, the filing by the Servicer of a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, the making by the Servicer of an assignment for the benefit of its creditors or the voluntary suspension by the Servicer of payment of its obligations. If an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor, the Administrator and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders), may terminate all of the rights and obligations of the Servicer under this Agreement; provided, however, that the indemnification obligations of the Servicer under Section 7.2 shall survive such termination. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates, the Trust Property or otherwise, shall pass to and be vested in the Indenture Trustee or other successor Servicer appointed under Section 8.2; provided, however, that the Indenture Trustee or such other successor Servicer shall have no liability with respect to any obligation that was required to be performed by the terminated Servicer prior to the appointment of the Indenture Trustee or such other successor Servicer or any claim of any third party based on any alleged action or inaction of the terminated Servicer. (b) The Indenture Trustee and the Owner Trustee shall have no obligation to notify the Noteholders, the Certificateholders or any other Person of the occurrence of any event specified in Section 8.1(a) prior to the continuance of such event through the end of any cure period specified in Section 8.1(a).

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

  • Termination of Servicing Agreements; Successor Servicers (a) The Master Servicer shall be entitled to terminate the rights and obligations of any Servicer under the applicable Servicing Agreement in accordance with the terms and conditions of such Servicing Agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Servicing Agreement by the Master Servicer or the related Servicer, the Master Servicer shall either act as Servicer of the related Mortgage Loans or provide for the servicing of the Mortgage Loans by a successor Servicer to be appointed as provided in the applicable Servicing Agreement. The parties acknowledge that notwithstanding the preceding sentence, there may be a transition period, not to exceed 90 days, in order to effect the transfer of servicing to a successor Servicer. The Master Servicer shall be entitled to be reimbursed from each Servicer (or by the Trust Fund, if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor servicer, including without limitation, any costs or expenses associated with the complete transfer or all servicing data and the completion, correction or manipulation of such servicing data, as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer to service the Mortgage Loans properly and effectively. (b) If the Master Servicer acts as a successor Servicer, it will not assume liability for the representations and warranties of the Servicer, if any, that it replaces. The Master Servicer shall use reasonable efforts to have the successor Servicer assume liability for the representations and warranties made by the terminated Servicer in the related Servicing Agreement, and in the event of any such assumption by the successor Servicer, the Trustee or the Master Servicer, as applicable, may, in the exercise of its business judgment, release the terminated Servicer from liability for such representations and warranties. (c) If the Master Servicer acts as a successor Servicer, it will have no obligation to make an Advance if it determines in its reasonable judgment that such Advance is non-recoverable. To the extent that the Master Servicer is unable to find a successor Servicer that is willing to service the Mortgage Loans for the Servicing Fee because of the obligation of the Servicer to make Advances regardless of whether such Advance is recoverable, the applicable Servicing Agreement may be amended to provide that the successor Servicer shall have no obligation to make an Advance if it determines in its reasonable judgment that such Advance is non-recoverable and provides an Officer’s Certificate to such effect to the Master Servicer and the Trustee.