Replacement of Servicer Sample Clauses

Replacement of Servicer. (a) If a Servicer Termination Event shall have occurred and be continuing, the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders 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, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below. (b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above 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, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Serv...

Replacement of Servicer. 20 SECTION 6.3. Custody of Receivable Files...................... 22 SECTION 6.4. Duties of Servicer as Custodian.................. 22 SECTION 6.5. Effective Period and Termination................. 23

Replacement of Servicer. Following the occurrence of a Servicer Termination Event, the Administrative Agent, at the direction of the Required Buyers, may replace the Servicer with itself or any agent for the Administrative Agent with respect to any and all Purchased Receivables. The Seller shall be responsible for all reasonable costs and expenses incurred in connection with such replacement and shall promptly reimburse the Administrative Agent with respect to same.

Replacement of Servicer. Upon the occurrence and during the continuation of a Servicer Termination Event, the Agent may, or upon the direction of the Lender shall, replace the Person then acting as Servicer.

Replacement of Servicer. Following the occurrence of a Servicer Termination Event, the Buyer may, at its discretion, replace the Servicer with itself or any agent for the Buyer with respect to any and all Purchased Receivables and Related Security. Seller shall be responsible for all reasonable costs and expenses incurred in connection with such replacement and shall promptly reimburse the Buyer with respect to same.

Replacement of Servicer. Upon the earlier to occur of (i) Servicer defaulting in its obligations set forth under this Section 6, (ii) an Insolvency Event with respect to Servicer, (iii) a Material Adverse Change in Seller or Servicer, (iv) a Termination Event or (v) a breach of the representations and warranties in any material respect by Seller or Servicer under this Agreement, the Purchaser Representative (at the written direction or with the written consent of all Purchasers) shall (but only with respect to clauses (i) and (iv) if within 10 days after knowledge of Seller or Servicer or notice from either Purchaser to Seller and Servicer, Servicer fails to cure such default or breach in all material respects and in all other cases without requirement of notice to Servicer, Seller or any other Person) replace Servicer (which replacement may be made through the outplacement to a Person of all back office duties, including billing, collection and processing responsibilities, and access to all personnel, hardware and software utilized in connection with such responsibilities). Servicer shall reimburse the Purchaser Representative and each Purchaser for all expenses reasonably incurred by such Person in connection with such replacement; provided that in no event shall Servicer be liable for any servicing compensation paid or payable to such replacement. (b)

Replacement of Servicer. 22 SECTION 7.1

Replacement of Servicer. An event of default by Servicer (a “Servicer Default”) hereunder shall exist in the event that one or more of the following events shall occur and be continuing beyond any applicable grace or cure periods: (i) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Servicer; (ii) Servicer shall consent to the appointment of a conservator or receiver or liquidator or liquidating committee in any insolvency, readjustment of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to Servicer or of or relating to all or substantially all of its property; (iii) Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (iv) any failure on the part of Servicer to observe or perform in any material respect any covenant or agreement on the part of Servicer contained in this Agreement, which remains unremedied for a period of fifteen (15) Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Servicer by a Holder (except that said fifteen (15) Business Day period shall be

Replacement of Servicer. Upon the earlier to occur of (i) Servicer defaulting in its obligations set forth under this Section 6, (ii) an Insolvency Event with respect to Servicer, (iii) a Material Adverse Change in Seller or Servicer, (iv) a Termination Event or (v) a breach of the representations and warranties in any material respect by Seller or Servicer under this Agreement, Purchaser may at any time thereafter (but only with respect to clauses (i) and (iv) if within 10 days after knowledge of Seller or Servicer or notice from Purchaser to Seller and Servicer, Servicer fails to cure such default or breach in all material respects and in all other cases without requirement of notice to Servicer, Seller or any other Person) replace Servicer (which replacement may be made through the outplacement to a Person of all back office duties, including billing, collection and processing responsibilities, and access to all personnel, hardware and software utilized in connection with such responsibilities). Servicer shall reimburse Purchaser for all expenses reasonably incurred by Purchaser in connection with such replacement; provided that in no event shall Servicer be liable for any servicing compensation paid or payable to such replacement.