Common use of Servicer Replacement Events Clause in Contracts

Servicer Replacement Events. (a) For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Replacement Event”: (i) failure by the Servicer to deposit into the Collection Account any proceeds or any payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days; (ii) any representation or warranty made or deemed made by or on behalf of the Servicer in or in connection with this Agreement, the other Basic Documents (other than the Notes and the Assignment) or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection herewith or therewith or any amendment or modification hereof or thereof, shall prove to have been incorrect when made or deemed made and the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured for a period of thirty (30) days; (iii) failure by the Servicer to deliver to the Owner Trustee, the Indenture Trustee, and the Loan Seller the Servicer’s Monthly Certificate by the applicable Determination Date, which failure continues unremedied for a period of five (5) Business Days; (iv) failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) could materially and adversely affect the rights of the Noteholders and (ii) continues unremedied for a period of thirty (30) days after: (A) the date of discovery of such failure by a Responsible Officer of the Servicer; (B) the date on which the Servicer should reasonably have been aware of such failure; or (C) written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or the Noteholders holding at least 25% of the Note Balance of the Controlling Class; (v) the Servicer shall cease to be an Eligible Servicer; (vi) an Insolvency Event with respect to the Servicer; (vii) the Servicer has assigned or delegated any of its obligations under this Agreement or any Basic Document (other than the Notes and the Assignment) other than in accordance with the terms herein and/or therein, as applicable, or pursuant to the written consent of Noteholders holding at least a majority of the Note Balance of the Controlling Class; or Sale and Servicing Agreement (viii) the Servicer has failed to obtain or maintain all licenses and approvals necessary for the conduct of its business in the jurisdictions where the failure to do so could reasonably be expected to have a material adverse effect on the Issuing Entity or the Noteholders.

Servicer Replacement Events. (a) For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Replacement Event”: (i) failure by the Servicer to deposit into the Collection Account any proceeds or any payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days; (ii) any representation or warranty made or deemed made by or on behalf of the Servicer in or in connection with this Agreement, the other Basic Documents (other than the Notes and the Assignment) or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection herewith or therewith or any amendment or modification hereof or thereof, shall prove to have been incorrect when made or deemed made and the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured for a period of thirty (30) days; (iii) failure by the Servicer to deliver to the Owner Trustee, the Indenture Trustee, and the Loan Seller the Servicer’s Monthly Certificate by the applicable Determination Date, which failure continues unremedied for a period of five (5) Business Days; (iv) failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) could materially and adversely affect the rights of the Noteholders and (ii) continues unremedied for a period of thirty (30) days after: (A) the date of discovery of such failure by a Responsible Officer of the Servicer; (B) the date on which the Servicer should reasonably have been aware of such failure; or (C) written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or the Noteholders holding at least 25% of the Note Balance of the Controlling Class; (v) the Servicer shall cease to be an Eligible Servicer; (vi) an Insolvency Event with respect to the Servicer; (vii) the Servicer has assigned or delegated any of its obligations under this Agreement or any Basic Document (other than the Notes and the Assignment) other than in accordance with the terms herein and/or therein, as applicable, or pursuant to the Sale and Servicing Agreement written consent of Noteholders holding at least a majority of the Note Balance of the Controlling Class; or Sale and Servicing Agreementor (viii) the Servicer has failed to obtain or maintain all licenses and approvals necessary for the conduct of its business in the jurisdictions where the failure to do so could reasonably be expected to have a material adverse effect on the Issuing Entity or the Noteholders.

Servicer Replacement Events. (a) For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Replacement Event”: (i) failure by the Servicer to deposit into the Collection Account any proceeds or any payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days; (ii) any representation or warranty made or deemed made by or on behalf of the Servicer in or in connection with this Agreement, the other Basic Documents (other than the Notes and the Assignment) or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection herewith or therewith or any amendment or modification hereof or thereof, shall prove to have been incorrect when made or deemed made and the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured for a period of thirty (30) days; (iii) failure by the Servicer to deliver to the Owner Trustee, the Indenture Trustee, and the Loan Seller the Servicer’s Monthly Certificate by the applicable Determination Date, which failure continues unremedied for a period of five (5) Business Days; (iv) failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) could materially and adversely affect the rights of the Noteholders and (ii) continues unremedied for a period of thirty (30) days after: (A) the date of discovery of such failure by a Responsible Officer of the Servicer; (B) the date on which the Servicer should reasonably have been aware of such failure; or (C) written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or the Noteholders holding at least 25% of the Note Balance of the Controlling Class; (v) the Servicer shall cease to be an Eligible Servicer; (vi) an Insolvency Event with respect to the Servicer; (vii) the Servicer has assigned or delegated any of its obligations under this Agreement or any Basic Document (other than the Notes and the Assignment) other than in accordance with the terms herein and/or therein, as applicable, or pursuant to the written consent of Noteholders holding at least a majority of the Note Balance of the Controlling Class; or Sale and Servicing Agreementor (viii) the Servicer has failed to obtain or maintain all licenses and approvals necessary for the conduct of its business in the jurisdictions where the failure to do so could reasonably be expected to have a material adverse effect on the Issuing Entity or the Noteholders.