Servicer Events of Default. The following events and conditions shall constitute Servicer Events of Default hereunder: (i) failure on the part of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to (A) remit any payment to the Trustee within the time period required by Section 4.06 hereof or (B) make any Servicer Advance required by Section 5.01 hereof; (ii) failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof; (iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective covenants or agreements in this Agreement (including without limitation, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of the Noteholders and continues unremedied for a period of 30 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together. (iv) if any representation or warranty of the Servicer made in this Agreement or in any certificate or other writing delivered pursuant hereto or the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer shall prove to be incorrect in any material respect as of the time when the same shall have been made; (v) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; (vi) the commencement by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either, or the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action; (vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder; (viii) (A) the failure of the Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause more than $2,000,000 of aggregate recourse indebtedness for borrowed money of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance; (ix) the rendering against the Servicer of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 which is uninsured, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of execution; or (x) the occurrence of an Amortization Event (so long as the Contributor is the Servicer).
Appears in 6 contracts
Sources: Contribution and Servicing Agreement (Dvi Receivables Corp Viii), Contribution and Servicing Agreement (Dvi Receivables Corp), Contribution and Servicing Agreement (Dvi Receivables Corp Viii)
Servicer Events of Default. The following events and conditions shall constitute Servicer Events of Default hereunder:
(i) failure on the part of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to (A) remit any payment to the Trustee within the time period required by Section 4.06 hereof or (B) make any Servicer Advance required by Section 5.01 hereof;
(ii) failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof;
(iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective covenants or agreements in this Agreement (including without limitation, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of the Noteholders and continues unremedied for a period of 30 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together.;
(iv) if any representation or warranty of the Servicer made in this Agreement or in any certificate or other writing delivered pursuant hereto or the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer shall prove to be incorrect in any material respect as of the time when the same shall have been made;
(v) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days;
(vi) the commencement by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either, or the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action;
(vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder;
(viii) (A) the failure of the Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 5,000,000 or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause more than $2,000,000 5,000,000 of aggregate recourse indebtedness for borrowed money of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance;
(ix) the rendering against the Servicer of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 5,000,000 which is uninsured, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of execution; or
(x) the occurrence of an Amortization Event (so long as the Contributor is the Servicer).
Appears in 3 contracts
Sources: Contribution and Servicing Agreement (Dvi Receivables Corp Viii), Contribution and Servicing Agreement (Dvi Receivables Corp Viii), Contribution and Servicing Agreement (Dvi Receivables Corp Viii)
Servicer Events of Default. The (a) Notwithstanding Section 8.03 of the Basic Servicing Agreement, only the occurrence and continuation of any of the following events will be an “Exchange Note Servicer Event of Default” with respect to the 201[__]-[__] Exchange Note, and conditions shall constitute the “Exchange Note Servicer Events of Default hereunderDefault” set forth in Section 8.03(a) of the Basic Servicing Agreement shall not apply to the 201[__]-[__] Exchange Note or to this 201[__]-[__] Servicing Supplement:
(i) any failure on by the part Servicer to deliver to the Indenture Trustee any proceeds or payment required to be so delivered with respect to the 201[__]-[__] Exchange Note under the Basic Servicing Agreement or this 201[__]-[__] Servicing Supplement that continues unremedied for ten Business Days after the earlier of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to date on which (A) remit any payment notice of such failure is given to the Servicer by the Indenture Trustee within the time period required by Section 4.06 hereof or (B) make any an Authorized Officer of the Servicer Advance required by Section 5.01 hereofhas actual knowledge of such failure;
(ii) any failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof;
(iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective its covenants or agreements in this Agreement (including without limitationthe 201[__]-[__] Servicing Agreement, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of holders of interests in the 201[__]-[__] Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which continues unremedied for a period of 30 90 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) thereof is given to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together.Indenture Trustee;
(iviii) if any representation representation, warranty or warranty statement of the Servicer made in this the 201[__]-[__] Servicing Agreement or in any certificate certificate, report or other writing delivered pursuant hereto or to the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer 201[__]-[__] Servicing Agreement shall prove to be incorrect in any material respect as when made, which failure materially and adversely affects the rights of holders of interests in the time when 201[__]-[__] Exchange Note, the same shall have been made;Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which failure continues unremedied for 90 days after written notice thereof is given to the Servicer by the Indenture Trustee; or
(viv) the entry by a court having jurisdiction in the premises occurrence of (A) a decree or order for relief in certain Insolvency Events with respect of the Servicer (or for so long as the Contributor is to the Servicer; provided, however, that the Transferoroccurrence of any event set forth in clauses (i) through (iii) with respect to the 201[__]-[__] Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 201[__]-[__] Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool. Notwithstanding the foregoing, a delay in an involuntary case or proceeding failure of performance referred to under any applicable federal or state bankruptcyclause (i), insolvency, reorganization, or other similar law (ii) or (Biii) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days;120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 201[__]-[__] Servicing Supplement.
(vib) With respect to actions taken under Section 8.03(c) of the commencement Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 201[__]-[__] Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class.
(c) In accordance with Section 8.05 of the Basic Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 201[__]-[__] Exchange Noteholder (which for purposes of this Section shall be the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class) may waive any such Servicer Event of Default and its consequences. Upon any such waiver, the applicable Exchange Note Servicer Event of Default will cease to exist, and will be deemed to have been remedied for every purpose of this Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon.
(d) On or after the receipt by the Servicer (or for so long as the Contributor is the Servicerof notice of an Exchange Note Servicer Event of Default, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect all authority and power of the Servicer (under this 201[__]-[__] Servicing Supplement, whether with respect to the Notes, the Certificates, the Trust Estate or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed pursuant to the terms of the Basic Servicing Agreement. The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this 201[__]-[__] Servicing Supplement, including the transfer to the Indenture Trustee or such Successor Servicer for so long as administration by it of all cash amounts that shall at the Contributor is time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the Transferor) in an involuntary case 201[__]-[__] Bank Accounts or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or thereafter received with respect to the commencement of any bankruptcy 201[__]-[__] Leases and 201[__]-[__] Vehicles and all information or insolvency case documents that the Indenture Trustee or proceeding against eithersuch Successor Servicer may require, or and the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either Successor Servicer shall not be liable if it cannot perform due to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action;
(vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder;
(viii) (A) the failure of the predecessor Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 or (B) the occurrence of any other event or the existence of any other conditionso deliver. In addition, the effect of which event or condition is Servicer shall transfer its electronic records relating to cause more than $2,000,000 of aggregate recourse indebtedness for borrowed money of the 201[__]-[__] Leases and 201[__]-[__] Vehicles to the Successor Servicer to become due before its in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance;
(ixinitial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) the rendering against the Servicer upon presentation of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 which is uninsured, and the continuance reasonable documentation of such judgment, decree or order unsatisfied costs and in effect for any period of 60 consecutive days without a stay of execution; or
(x) the occurrence of an Amortization Event (so long as the Contributor is the Servicer)expenses.
Appears in 2 contracts
Sources: Servicing Supplement (Daimler Trust), Servicing Supplement (Daimler Trust)
Servicer Events of Default. The following events and conditions shall constitute Servicer Events of Default hereunder:
(i) failure on the part of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to (A) remit any payment deposit to the Trustee Collection Account, or other applicable account in accordance with the terms of the Indenture within three Business Days following the time period receipt thereof any monies received by the Servicer (including, without limitation, any Lease Payments and any Defaulted Lease Payments) and required by Section 4.06 hereof or (B) make any Servicer Advance required by Section 5.01 hereofto be deposited hereunder;
(ii) so long as the Originator is the Servicer hereunder, failure on the part of the Originator to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit payment required to be made by the Servicer Seller pursuant to Section 4.02 5 hereof;
(iii) failure on the part of either the Servicer or (or for so long as the Contributor Originator is the Servicer, ) the Transferor) duly Originator to observe or perform in any material respect any other of their respective covenants or agreements in this Assignment and Servicing Agreement (including without limitation, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of the Noteholders and continues unremedied for a period of 30 90 days after the Servicer becomes aware earlier of such failure or the giving of written notice of such failure (A) the date it first becomes known to any officer of the Servicer (Originator, the Seller or the TransferorServicer, if applicable) by as the Trustee or case may be, and (B) the date on which written notice thereof requiring the same to be remedied shall have been given to the Servicer (Originator or the TransferorServicer, if applicable) as the case may be, by the Trustee, or to the Originator or the Servicer, as the case may be, and the Trustee by Noteholders evidencing the holders of not less than 66-2/325% of the Voting Rights, taken together.voting rights of such series of Notes;
(iv) if any representation or warranty of made by the Servicer made Originator in this Assignment and Servicing Agreement or in any certificate or other writing delivered pursuant hereto or the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer shall prove to be incorrect in any material respect as of the time when the same shall have been made;; provided, however, that the breach of any representation or warranty made by the Originator or Servicer in this Assignment and Servicing Agreement will be deemed to be "material" only if it affects the Noteholders, the enforceability of the Indenture or of the Notes; and provided, further, that a material breach of any representation or warranty made by the Originator in this Assignment and Servicing Agreement with respect to any of the Leases or the Equipment subject thereto will not constitute a Servicer Event of Default if the Originator purchases such Lease [and Equipment] in accordance with this Assignment and Servicing Agreement or to the extent the Originator does not purchase such Lease, if the Seller purchases such Lease in accordance with this Assignment and Servicing Agreement.
(v) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of eitherits property, or ordering the winding up or liquidation of the affairs of eitherits affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 60 consecutive days;
(vi) the commencement by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either it to the entry of a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against eitherit, or the filing by either it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of eitherits property, or the making by either it of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action;
(vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder;
(viii) (A) the failure of the Servicer to make one or more payments due with respect to aggregate recourse indebtedness for borrowed money debt or other obligations exceeding [$2,000,000 5,000,000], or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause (or permit one or more persons to cause) more than [$2,000,000 5,000,000] of aggregate recourse indebtedness for borrowed money debt or other obligations of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, payment so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance;; or
(ixviii) the rendering against the Servicer of a final judgment, decree judgment or order judgments (all possible appeals having been exhaustedor decrees or orders) for the payment of money aggregating in excess of [$2,000,000 which is uninsured, 5,000,000] and the continuance any one of such judgment, decree judgments (or order decrees or orders) has remained unsatisfied and in effect for any period of 60 consecutive days without a stay of execution; or
(x) the occurrence of an Amortization Event (so long as the Contributor is the Servicer).
Appears in 1 contract
Sources: Assignment and Servicing Agreement (Ikon Receivables LLC)
Servicer Events of Default. The following events and conditions shall constitute Servicer Events of Default hereunder:
(i) failure on the part of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to (A) remit any payment to the Trustee within the time period required by Section 4.06 hereof or (B) make any Servicer Advance required by Section 5.01 hereof;
(ii) failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof;
(iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective covenants or agreements in this Agreement (including without limitation, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of the Noteholders Securityholders and continues unremedied for a period of 30 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders Securityholders evidencing not less than 66-2/3% of the Voting Rights, taken together.
(iv) if any representation or warranty of the Servicer made in this Agreement or in any certificate or other writing delivered pursuant hereto or the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer shall prove to be incorrect in any material respect as of the time when the same shall have been made;
(v) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days;
(vi) the commencement by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either, or the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action;
(vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder;
(viii) (A) the failure of the Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 _________ or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause more than $2,000,000 _________ of aggregate recourse indebtedness for borrowed money of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance;
(ix) the rendering against the Servicer of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 _________ which is uninsured, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of execution; or
(x) the occurrence of an Amortization Event (so long as the Contributor is the Servicer).
Appears in 1 contract
Sources: Contribution and Servicing Agreement (Dvi Receivables Corp Viii)
Servicer Events of Default. The (a) Notwithstanding Section 8.03 of the Basic Servicing Agreement, only the occurrence and continuation of any of the following events will be an “Exchange Note Servicer Event of Default” with respect to the 201[__]-[__] Exchange Note, and conditions shall constitute the “Exchange Note Servicer Events of Default hereunderDefault” set forth in Section 8.03(a) of the Basic Servicing Agreement shall not apply to the 201[__]-[__] Exchange Note or to this 201[__]-[__] Servicing Supplement:
(i) any failure on by the part Servicer to deliver to the Indenture Trustee any proceeds or payment required to be so delivered with respect to the 201[__]-[__] Exchange Note under the Basic Servicing Agreement or this 201[__]-[__] Servicing Supplement that continues unremedied for ten Business Days after the earlier of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to date on which (A) remit any payment notice of such failure is given to the Servicer by the Indenture Trustee within the time period required by Section 4.06 hereof or (B) make any an Authorized Officer of the Servicer Advance required by Section 5.01 hereofhas actual knowledge of such failure;
(ii) any failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof;
(iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective its covenants or agreements in this Agreement (including without limitationthe 201[__]-[__] Servicing Agreement, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of holders of interests in the 201[__]-[__] Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which continues unremedied for a period of 30 90 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) thereof is given to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together.Indenture Trustee;
(iviii) if any representation representation, warranty or warranty statement of the Servicer made in this the 201[__]-[__] Servicing Agreement or in any certificate certificate, report or other writing delivered pursuant hereto or to the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer 201[__]-[__] Servicing Agreement shall prove to be incorrect in any material respect as when made, which failure materially and adversely affects the rights of holders of interests in the time when 201[__]-[__] Exchange Note, the same shall have been made;Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which failure continues unremedied for 90 days after written notice thereof is given to the Servicer by the Indenture Trustee; or
(viv) the entry by a court having jurisdiction in the premises occurrence of (A) a decree or order for relief in certain Insolvency Events with respect of the Servicer (or for so long as the Contributor is to the Servicer; provided, however, that the Transferoroccurrence of any event set forth in clauses (i) through (iii) with respect to the 201[__]-[__] Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 201[__]-[__] Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool. Notwithstanding the foregoing, a delay in an involuntary case or proceeding failure of performance referred to under any applicable federal or state bankruptcyclause (i), insolvency, reorganization, or other similar law (ii) or (Biii) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days;120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 201[__]-[__] Servicing Supplement.
(vib) With respect to actions taken under Section 8.03(c) of the commencement Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 201[__]-[__] Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class.
(c) In accordance with Section 8.05 of the Basic Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 201[__]-[__] Exchange Noteholder (which for purposes of this Section shall be the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class) may waive any such Servicer Event of Default and its consequences. Upon any such waiver, the applicable Exchange Note Servicer Event of Default will cease to exist, and will be deemed to have been remedied for every purpose of this Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon.
(d) On or after the receipt by the Servicer (or for so long as the Contributor is the Servicerof notice of an Exchange Note Servicer Event of Default, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect all authority and power of the Servicer (under this 201[__]-[__] Servicing Supplement, whether with respect to the Notes, the Certificates, the Trust Estate or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed pursuant to the terms of the Basic Servicing Agreement. The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this 201[__]-[__] Servicing Supplement, including the transfer to the Indenture Trustee or such Successor Servicer for so long administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the 201[__]-[__] Bank Accounts or thereafter received with respect to the 201[__]-[__] Leases and 201[__]-[__] Vehicles and all information or documents that the Indenture Trustee or such Successor Servicer may require. In addition, the Servicer shall transfer its electronic records relating to the 201[__]-[__] Leases and 201[__]-[__] Vehicles to the Successor Servicer in such electronic form as the Contributor is Successor Servicer may reasonably request, and the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or Successor Servicer shall not be liable if it cannot perform due to the commencement of any bankruptcy or insolvency case or proceeding against either, or the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action;
(vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder;
(viii) (A) the failure of the predecessor Servicer to make one so deliver. All Transition Costs shall be paid by the outgoing Servicer (or more payments by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such costs and expenses.
(e) Notwithstanding Section 7.01(d), if the Indenture Trustee shall be unwilling so to act or if it is legally unable so to act, a Successor Servicer shall be appointed in accordance with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause more than $2,000,000 of aggregate recourse indebtedness for borrowed money Section 8.04 of the Basic Servicing Agreement. Compensation for any Successor Servicer shall not be greater than that payable to MBFS USA as initial Servicer hereunder without the prior consent of the Majority Noteholders of the Controlling Class (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this 201[__]-[__] Servicing Supplement, as shall be necessary to effectuate any such succession. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this 201[__]-[__] Servicing Supplement. Notwithstanding anything to the contrary contained herein, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long act as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance;
(ix) the rendering against the Successor Servicer of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 which is uninsured, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of execution; or
(x) the occurrence of an Amortization Event (so long as the Contributor is the Servicer)hereunder.
Appears in 1 contract
Sources: Servicing Supplement (Daimler Trust)
Servicer Events of Default. The following events and conditions shall constitute Servicer Events of Default hereunder:
(i) failure on the part of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to (A) remit any payment deposit to the Trustee Distribution Account or other applicable account in accordance with the terms of the Indenture within two Business Days following the time period receipt thereof any monies received by the Servicer and required by Section 4.06 hereof or (B) make any Servicer Advance required by Section 5.01 hereofto be deposited hereunder, which failure continues unremedied;
(ii) so long as the Servicer is the Servicer hereunder, failure on the part of the Servicer to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit payment required to be made by the Servicer Seller pursuant to Section 4.02 Article 4 hereof;
(iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective covenants or agreements in this Servicing Agreement (including without limitation, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of the Noteholders and continues unremedied for a period of 30 days after the Servicer becomes aware earlier of such failure or the giving of written notice of such failure (A) the date it first becomes known to any officer of the Seller or the Servicer, as the case may be, and (B) the date on which written notice thereof requiring the same to be remedied shall have been given to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together.Trustee;
(iv) if any representation or warranty of made by the Servicer made in this Servicing Agreement or in any certificate or other writing delivered pursuant hereto or the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer shall prove to be incorrect in any material respect as of the time when the same shall have been made; provided, however, that the breach of any representation or warranty made by the Servicer in this Servicing Agreement will be deemed to be "material" only if it affects the Noteholders, the enforceability of the Indenture or of the Notes; and provided, further, that a material breach of any representation or warranty made by the Servicer in this Servicing Agreement with respect to any of the Leases or the Equipment subject thereto will not constitute a Servicer Event of Default if the Servicer repurchases such Lease and Equipment in accordance with this Servicing Agreement;
(v) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of eitherits property, or ordering the winding up or liquidation of the affairs of eitherits affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 60 consecutive days;; or
(vi) the commencement by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either it to the entry of a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against eitherit, or the filing by either it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of eitherits property, or the making by either it of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action;
(vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder;
(viii) (A) the failure of the Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause more than $2,000,000 of aggregate recourse indebtedness for borrowed money of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance;
(ix) the rendering against the Servicer of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 which is uninsured, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of execution; or
(x) the occurrence of an Amortization Event (so long as the Contributor is the Servicer).
Appears in 1 contract
Sources: Servicing Agreement (Charter Equipment Lease 1998-1 LLC)
Servicer Events of Default. The following events and conditions shall constitute a "Servicer Events Event of Default Default" hereunder:
(ia) failure on the part of Servicer to deposit into the Collection Account or other applicable account within three Business Days following the receipt thereof any monies received by Servicer (or for including any Lease Payments and any Non-Performing Lease Payments) and required to be deposited hereunder;
(b) so long as ILC is Servicer hereunder, failure on the Contributor is the Servicer, the Transferor) to (A) remit any payment to the Trustee within the time period required by Section 4.06 hereof or (B) make any Servicer Advance required by Section 5.01 hereof;
(ii) failure part of ILC to pay to the Indenture Trustee on or before the date when due in accordance with the terms hereof, any deposit payment required to be made by the Servicer Transferor pursuant to Section 4.02 hereof;5.1.
(iiic) failure on the part of either the Servicer or (or for so long as the Contributor ILC is the Servicer, the Transferor) duly ILC to observe or perform in any material respect any other of their respective covenants or agreements in this Agreement (including without limitation, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of the Noteholders and continues unremedied for a period of 30 days after the Servicer becomes aware earlier of such failure or the giving of written notice of such failure (A) the date it first becomes known to any officer of Transferor or Servicer, as the Servicer (or the Transferorcase may be, if applicable) by the Trustee or and (B) the date on which written notice thereof requiring the same to be remedied shall have been given to Transferor or Servicer, as the Servicer (case may be, by Indenture Trustee or Trustee, or to Transferor or Servicer, as the case may be, and Indenture Trustee by any Holder of the Notes or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together.Certificates;
(ivi) if any representation or warranty of the Servicer made by Transferor in this Agreement or in any certificate or other writing delivered pursuant hereto or the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer shall prove to be incorrect in any material respect as of the time when the same shall have been made;; provided, that the breach of any representation or warranty made by Transferor or Servicer in this Agreement will be deemed to be "material" only if it affects Noteholders or the Certificateholders, the enforceability of the Indenture or of the Notes or the enforceability of the Trust Agreement or the Certificates; and provided, further, that a material breach of any representation or warranty made by Transferor in this Agreement with respect to any of the Leases or the Equipment subject thereto will not constitute a Servicer Event of Default if Transferor repurchases such Lease and Equipment in accordance with this Agreement.
(vii) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of eitherits property, or ordering the winding up or liquidation of the affairs of eitherits affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 60 consecutive days;
(viiii) the commencement by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either it to the entry of a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against eitherit, or the filing by either it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of eitherits property, or the making by either it of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action;
(vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder;
(viii) (Aiv) the failure of the Servicer to make one or more payments due with respect to aggregate recourse indebtedness for borrowed money debt or other obligations exceeding $2,000,000 1,000,000, or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause (or permit one or more persons to cause) more than $2,000,000 1,000,000 of aggregate recourse indebtedness for borrowed money debt or other obligations of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, payment so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance;; or
(ixv) the rendering against the Servicer of a final judgment, decree judgment or order judgments (all possible appeals having been exhaustedor decrees or orders) for the payment of money aggregating in excess of $2,000,000 which is uninsured, 1,000,000 and the continuance any one of such judgment, decree judgments (or order decrees or orders) has remained unsatisfied and in effect for any period of 60 consecutive days without a stay of execution; or
(x) the occurrence of an Amortization Event (so long as the Contributor is the Servicer).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Provident Lease Receivables Corp)
Servicer Events of Default. The (a) Notwithstanding Section 8.03 of the Basic Servicing Agreement, only the occurrence and continuation of any of the following events will be an “Exchange Note Servicer Event of Default” with respect to the 201[__]-[__] Exchange Note, and conditions shall constitute the “Exchange Note Servicer Events of Default hereunderDefault” set forth in Section 8.03(a) of the Basic Servicing Agreement shall not apply to the 201[__]-[__] Exchange Note or to this 201[__]-[__] Servicing Supplement:
(i) any failure on by the part Servicer to deliver to the Indenture Trustee any proceeds or payment required to be so delivered with respect to the 201[__]-[__] Exchange Note under the Basic Servicing Agreement or this 201[__]-[__] Servicing Supplement that continues unremedied for ten Business Days after the earlier of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to date on which (A) remit any payment notice of such failure is given to the Servicer by the Indenture Trustee within the time period required by Section 4.06 hereof or (B) make any an Authorized Officer of the Servicer Advance required by Section 5.01 hereofhas actual knowledge of such failure;
(ii) any failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof;
(iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective its covenants or agreements in this Agreement (including without limitationthe 201[__]-[__] Servicing Agreement, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of holders of interests in the 201[__]-[__] Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which continues unremedied for a period of 30 90 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) thereof is given to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together.Indenture Trustee;
(iviii) if any representation representation, warranty or warranty statement of the Servicer made in this the 201[__]-[__] Servicing Agreement or in any certificate certificate, report or other writing delivered pursuant hereto or to the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer 201[__]-[__] Servicing Agreement shall prove to be incorrect in any material respect as when made, which failure materially and adversely affects the rights of holders of interests in the time when 201[__]-[__] Exchange Note, the same shall have been made;Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which failure continues unremedied for 90 days after written notice thereof is given to the Servicer by the Indenture Trustee; or
(viv) the entry by a court having jurisdiction in the premises occurrence of (A) a decree or order for relief in certain Insolvency Events with respect of the Servicer (or for so long as the Contributor is to the Servicer; provided, however, that the Transferoroccurrence of any event set forth in clauses (i) through (iii) with respect to the 201[__]-[__] Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 201[__]-[__] Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool. Notwithstanding the foregoing, a delay in an involuntary case or proceeding failure of performance referred to under any applicable federal or state bankruptcyclause (i), insolvency, reorganization, or other similar law (ii) or (Biii) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days;
(vi) the commencement 120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either, or the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action;
(vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder;
(viii) (A) the failure of the Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 or (B) Force Majeure. Upon the occurrence of any other event or the existence of any other conditionsuch event, the effect of which event or condition is Servicer will not be relieved from using all commercially reasonable efforts to cause more than $2,000,000 of aggregate recourse indebtedness for borrowed money perform its obligations in a timely manner in accordance with the terms of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing Basic Servicing Agreement and shall not have been waived by the Person or Persons entitled to performance;this 201[__]-[__] Servicing Supplement.
(ixb) With respect to actions taken under Section 8.03(c) of the rendering against the Servicer of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 which is uninsured, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of execution; or
(x) Servicing Agreement after the occurrence of an Amortization Exchange Note Servicer Event of Default, any actions to be taken by the 201[__]-[__] Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class.
(so long c) In accordance with Section 8.05 of the Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 201[__]-[__] Exchange Noteholder (which for purposes of this Section shall be the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class) may waive any such Servicer Event of Default and its consequences. Upon any such waiver, the applicable Exchange Note Servicer Event of Default will cease to exist, and will be deemed to have been remedied for every purpose of this Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon.
(d) On or after the receipt by the Servicer of notice of an Exchange Note Servicer Event of Default, all authority and power of the Servicer under this 201[__]-[__] Servicing Supplement, whether with respect to the Notes, the Certificates, the Trust Estate or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed pursuant to the terms of the Basic Servicing Agreement. The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this 201[__]-[__] Servicing Supplement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the 201[__]-[__] Bank Accounts or thereafter received with respect to the 201[__]-[__] Leases and 201[__]-[__] Vehicles and all information or documents that the Indenture Trustee or such Successor Servicer may require. In addition, the Servicer shall transfer its electronic records relating to the 201[__]-[__] Leases and 201[__]-[__] Vehicles to the Successor Servicer in such electronic form as the Contributor Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the ServicerIndenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such costs and expenses.
(e) Notwithstanding Section 7.01(d), if the Indenture Trustee shall be unwilling so to act or if it is legally unable so to act, a Successor Servicer shall be appointed in accordance with Section 8.04 of the Basic Servicing Agreement. Compensation for any Successor Servicer shall not be greater than that payable to MBFS USA as initial Servicer hereunder without the prior consent of the Majority Noteholders of the Controlling Class (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this 201[__]-[__] Servicing Supplement, as shall be necessary to effectuate any such succession. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this 201[__]-[__] Servicing Supplement. Notwithstanding anything to the contrary contained herein, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any Successor Servicer to act as Successor Servicer hereunder.
Appears in 1 contract
Sources: Servicing Supplement (Daimler Trust)
Servicer Events of Default. The following events and conditions shall constitute Servicer Events of Default hereunder:
(i) failure on the part of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to (A) remit any payment to the Trustee within the time period required by Section 4.06 hereof or (B) make any Servicer Advance required by Section 5.01 hereof;
(ii) failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof;
(iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective covenants or agreements in this Agreement (including without limitation, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of the Noteholders and continues unremedied for a period of 30 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together.;
(iv) if any representation or warranty of the Servicer made in this Agreement or in any certificate or other writing delivered pursuant hereto or the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer shall prove to be incorrect in any material respect as of the time when the same shall have been made;
(v) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days;
(vi) the commencement by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either, or the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action;
(vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder;
(viii) (A) the failure of the Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause more than $2,000,000 of aggregate recourse indebtedness for borrowed money of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance;
(ix) the rendering against the Servicer of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 which is uninsured, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of execution; or
(x) the occurrence of an Amortization Event (so long as the Contributor is the Servicer).
Appears in 1 contract
Sources: Contribution and Servicing Agreement (Dvi Receivables Corp Viii)
Servicer Events of Default. The Each of the following events and conditions shall constitute a Servicer Events Event of Default hereunder(a "Servicer Event of Default") under this Agreement:
(a) failure by the Servicer to make any payments required to be made by it hereunder on the day on which such payment is required to be made and such failure continues for three Business Days;
(b) (i) failure to perform or observe any term, covenant or agreement contained in Section 9.1(e)(ii), Section 9.1(e)(iii), Section 9.1(e)(v) or Section 9.1(e)(vi) or (ii) failure to perform or observe any term, covenant or agreement contained in this Agreement (except as otherwise described in this Section 11.7) or any other Transaction Document on its part to be performed or observed and, solely with respect to this clause (ii), any such failure shall remain unremedied for thirty days;
(c) failure on the part of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to (A) remit any payment to the Trustee within the time period required by Section 4.06 hereof or (B) make any Servicer Advance required by Section 5.01 hereof;
(ii) failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof;
(iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective covenants or agreements in this Agreement (including without limitation, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report contained herein which is materially incorrect) which failure materially and adversely affects the rights of the Noteholders and continues unremedied for a period of 30 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together.
(iv) if any representation or warranty of the Servicer made in this Agreement or in any certificate or other writing delivered pursuant hereto or the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer shall prove to be incorrect in any material respect as of the time when the same shall have been made;
(v) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days;
(vid) the commencement delegation by the Servicer of its duties hereunder other than to any subservicer as expressly authorized hereby;
(e) any representation, warranty or for certification made by the Servicer herein proves to have been incorrect when made; provided however to the extent that a breach of representation or warranty has occurred with respect to any Receivable and either (i) a deposit to the Collection Account has previously been made pursuant to Section 4.6 or (ii) such deposit is not yet due pursuant to the terms of Section 4.6, no Servicer Event of Default shall occur pursuant to this paragraph (e);
(f) so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to Toro shall be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer (the Consolidated Tangible Net Worth of Toro shall be less than or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or equal to the commencement of any bankruptcy or insolvency case or proceeding against either, or the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action$100,000,000;
(viig) any assignment by the Servicer, or any attempt by an Event of Bankruptcy shall have occurred with respect to the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunderthe Originator;
(viiih) (A) the failure of the Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause more than $2,000,000 of aggregate recourse indebtedness for borrowed money of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance;
(ix) the rendering against the Servicer of a final judgment, decree judgment or order (all possible appeals having been exhausted) judgments for the payment of money in excess of $2,000,000 which is uninsured, 10,500 in the aggregate shall have been rendered against Borrower or $10,000,000 in the aggregate shall have been rendered against Toro and the continuance of such judgment, decree or order same shall have remained unsatisfied and in effect for any period of 60 consecutive days effect, without a stay of execution, for a period of thirty consecutive days after the period for appellate review shall have elapsed;
(i) Toro shall fail to pay any Indebtedness in excess of $10,000,000 when due, or a default shall have occurred and be continuing with respect to any such Indebtedness which default results in, or would permit, the acceleration of such Indebtedness;
(j) The IRS shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of Toro, and such lien shall not have been released within seven (7) Business Days or PBGC shall, or shall indicate its intention to, file a notice of lien pursuant to Section 4068 of ERISA with regard to any of the assets of Toro;
(k) so long as Toro shall be the Servicer, Toro shall, on a consolidated basis, permit its Consolidated Interest Coverage Ratio, as at the end of each fiscal quarter for the four consecutive fiscal quarters then ended, to fall below 2.0 to 1.0; or
(xl) the occurrence of an Amortization Event (so long as Toro shall be the Contributor is Servicer, Toro shall, on a consolidated basis, permit its consolidated ratio of total Indebtedness to total Indebtedness plus shareholders' equity to exceed (i) 0.60 to 1.0 as at the end of the first fiscal quarter of each Fiscal Year, (ii) 0.65 to 1.00 as at the end of the second fiscal quarter of each Fiscal Year, (iii) 0.60 to 1.0 as at the end of the third fiscal quarter of each Fiscal Year and (iv) 0.55 to 1.00 as at the end of each Fiscal Year. At any time during the continuance of any Servicer Event of Default, Administrator may, in its sole discretion, notify Servicer in writing of the revocation of its appointment as Servicer hereunder. Upon revocation of Servicer's appointment hereunder, Administrator shall appoint a successor Servicer. Servicer agrees that upon receipt of written notification from Administrator of the revocation of Servicer's appointment as Servicer hereunder, Servicer shall upon the written request of Administrator (which request may be contained in the notification of revocation) (i) notify all Obligors under the Receivables to make payment thereof to a bank account(s) or post office box designated by Administrator and specified in such notice, and (ii) pay to Administrator (or its designee) immediately all Collections then held or thereafter received by Servicer or the Originator of Receivables, together with all other payment obligations of the Servicer hereunder owing to Lender or Administrator. Servicer shall, at its sole cost and expense, cooperate with and assist the successor Servicer (including, without limitation, providing access to, and transferring, all Receivable Files and all records (including data-processing records) relating thereto (which shall be held in trust for the benefit of the parties hereto in accordance with their respective interests)) and allowing the successor Servicer to use all licenses, hardware or software necessary or desirable to collect the Receivables). Toro irrevocably agrees to act (if requested to do so) as the data-processing agent for the successor Servicer (in substantially the same manner as Toro conducted such data-processing functions while it acted as Servicer).
Appears in 1 contract
Sources: Loan Agreement (Toro Co)
Servicer Events of Default. The following events and conditions shall constitute “Servicer Events of Default hereunderDefault” upon their occurrence at any time on or after the initial Transfer Date:
(i) failure on the part of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to (A) remit any payment to the Indenture Trustee any amount required to be remitted under this Agreement within the time period required by Section 4.06 hereof or (B) make under this Agreement; provided, however that the failure of the Indenture Trustee to accept any remittance from the Servicer Advance required by Section 5.01 hereofshall not constitute a Servicer Event of Default;
(ii) failure on the part of the Servicer to pay deliver to the Trustee on appropriate party any financial statement or before the date when due in accordance with the terms hereof, any deposit management report required to be made by the Servicer pursuant delivered under this Agreement within fifteen (15) Business Days of when required to Section 4.02 hereofbe delivered under this Agreement;
(iii) (A) failure on the part of either the Servicer to deliver a Servicer Report within five (5) Business Days of the date required pursuant to Section 3.05 hereof or (B) the Servicer delivers a Servicer Report which is materially incorrect and the Servicer fails to correct such inaccuracy for so long as a period of five (5) Business Days after the Contributor is earlier of (x) the Servicer, Servicer becoming aware of such inaccuracy or (y) the Transferorgiving of written notice of such inaccuracy (I) to the Servicer by the Indenture Trustee or (II) to the Servicer and the Indenture Trustee by a Global Requisite Majority of Noteholders;
(iv) failure on the part of the Servicer duly to observe or perform in any material respect any other of their its respective covenants or agreements in this Agreement (including without limitation, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of the Noteholders and continues unremedied for a period of 30 thirty (30) days after the earlier of (x) any officer of the Servicer becomes becoming aware of such failure or (y) the giving of written notice of such failure (AI) to the Servicer (or the Transferor, if applicable) by the Indenture Trustee or (BII) to the Servicer (or the Transferor, if applicable) and the Indenture Trustee by Noteholders evidencing not less than 66-2/3% a Global Requisite Majority of the Voting Rights, taken together.Noteholders;
(ivv) if any representation or warranty of the Servicer made in this Agreement or in any certificate or other writing delivered pursuant hereto or the Transaction any other Related Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer shall prove to be is incorrect in any material respect as of the time when the same shall have been made;
(vvi) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustmentreorganization of the Servicer, or composition arrangement or adjustment of the Servicer’s assets, of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of eitherits property, or ordering the winding winding-up or liquidation of the affairs of eitherthe Servicer, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 ninety (90) consecutive days;
(vivii) the commencement by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either the Servicer to the entry of a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against eitherthe Servicer, or the filing by either the Servicer of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either the Servicer to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of eitherits property, or the making by either the Servicer of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action;
(viiviii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder;
(viiiix) (A) the failure Tangible Net Worth of the ▇▇▇▇▇▇ Companies shall at any time be less than the sum of: (i) $75,000,000; plus (ii) if positive, 75% of the cumulative Net Income of the ▇▇▇▇▇▇ Companies for each fiscal quarter earned from and after December 31, 2000 (without any deduction for net losses for any fiscal quarter); plus (iii) 75% of the net proceeds received by Servicer to make one from the issuance of common stock or more payments with respect to aggregate recourse indebtedness preferred stock of Servicer after January 1, 2001; (for borrowed money exceeding $2,000,000 or purposes of this clause (B) the occurrence of any other event or the existence of any other conditionix), the effect of which event or condition is to cause more than $2,000,000 of aggregate recourse indebtedness for borrowed money of following terms shall have the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance;
(ix) the rendering against the Servicer of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 which is uninsured, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of execution; or
(x) the occurrence of an Amortization Event (so long as the Contributor is the Servicer).following meanings:
Appears in 1 contract