Replacement of Servicer Sample Clauses
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Replacement of Servicer. (a) If any of the following events (a "Servicer Default") shall occur and be continuing:
(i) any failure by the Servicer to make any payment or deposit required to be made hereunder and the continuance of such failure for a period of five Business Days;
(ii) any representation or warranty made by the Servicer in Section 7.1 or any information set forth in a Servicer Report or other certificate delivered to the Administrative Agent, shall prove to have been incorrect in any material respect when made, which continues to be incorrect in any material respect for a period of sixty days after the earlier of the date on which an officer of the Servicer has actual knowledge thereof and the date on which written notice thereof has been given to the Servicer requiring the same to be remedied, by the Purchaser or the Administrative Agent;
(iii) failure on the part of the Servicer to observe or perform in any material respect any other term, covenant or agreement in this Agreement or any other Sale Document which continues unremedied for sixty days after the earlier of the date on which an officer of the Servicer has actual knowledge of such failure and the date on which written notice of such failure has been given to the Servicer requiring the same to be remedied, by the Purchaser or the Administrative Agent; or
(iv) an Insolvency Event with respect to the Seller or the Servicer, then, so long as such Servicer Default shall not have been remedied, the Purchaser shall have the right to remove CFC (or any successor Servicer) as Servicer by giving written notice thereof to the Servicer. On and after receipt of such written notice, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in such successor Servicer as may be appointed by the Purchaser.
(b) If CFC is removed as Servicer, CFC shall transfer to any successor Servicer designated by the Purchaser all records, correspondence and documents (including computer software) requested by the Purchaser or such successor Servicer and to permit such Persons to have access to, and to copy, all software used by the Servicer in the collection, administration or monitoring of the Purchased Receivables. In the case of software that is then licensed by, or otherwise made available to, the Servicer from or by any third party, the Servicer shall use its best efforts to obtain such consents and otherwise take all actions necessary in order to enable any Servicer hereunder...
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. 22 SECTION 6.3. Custody of Receivable Files.......................... 24 SECTION 6.4. Duties of Servicer as Custodian...................... 25 SECTION 6.5. Effective Period and Termination..................... 25 ARTICLE VII:
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. Notwithstanding anything herein or in any other Basic Documents to the contrary, upon giving the notice to the Indenture Trustee and the Backup Servicer and satisfaction of the Rating Agency Condition, New Holland Credit Company, LLC will assume all of the rights and obligations of CNH Capital America LLC (or its successor) as Servicer under this Agreement and the other Basic Documents, and succeed CNH Capital America LLC as Servicer under this Agreement and the other Basic Documents, each as of the effective date set forth in such notice, without the prior written consent of any party, and without the need for entering into any supplemental or additional documentation.
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. 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.