Servicer Termination Event Clause Samples

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

Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”: (a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; or (b) 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) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) days after knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; or (d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to th...

Servicer Termination Event. No event has occurred which constitutes a Servicer Termination Event (other than any Servicer Termination Event which has previously been disclosed to the Administrative Agent as such).

Servicer Termination Event. A Servicer Termination Event occurs that has an Adverse Effect;

Servicer Termination Event. (a) “Servicer Termination Event”, wherever used herein, means, with respect to either Master Servicer or either Special Servicer, any one of the following events, circumstances and conditions:

Servicer Termination Event. If any one of the following events (a "Servicer Termination Event") shall occur and be continuing: (a) any failure by Servicer to deliver to Indenture Trustee and Owner Trustee the Servicer's Report in accordance with Section 4.9, or any failure by Servicer to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by Servicer from Owner Trustee or Indenture Trustee or after discovery of such failure by an Authorized Officer of Servicer]; or (b) failure on the part of Servicer to duly observe or to perform in any material respect any other covenants or agreements of Servicer set forth in this Agreement or any other Basic Document to which it is a party, which failure shall[ (i)] materially and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to Servicer by Owner Trustee or Indenture Trustee or (B) to Servicer and to Owner Trustee and Indenture Trustee by the Holders of Notes evidencing [not less than 25%] of the Outstanding Amount of the Notes or Holders of Certificates [evidencing not less than 25%] of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]; or (c) an Insolvency Event occurs with respect to Servicer, the Transferor or any of their respective successors; then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either Indenture Trustee, or the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice th...

Servicer Termination Event. 88 SECTION 10.2 Consequences of a Servicer Termination Event................................90 SECTION 10.3 Appointment of Successor....................................................91 SECTION 10.4 Notification to Securityholders.............................................92 SECTION 10.5 Waiver of Past Defaults.....................................................93 SECTION 10.6 Action Upon Certain Failures of the Servicer................................93 ARTICLE XI TERMINATION..............................................................................93 SECTION 11.1 Optional Purchase of All Receivables........................................93

Servicer Termination Event. For purposes of this Agreement, -------------------------- each of the following shall constitute a "Servicer Termination Event": -------------------------- (a) Any failure by the Servicer to deliver, or cause to be delivered, to the Trustee any proceeds or payments required to be so delivered under the terms of this Agreement, the Notes or any other Basic Document to which it is a party (including deposits of the Purchase Amount pursuant to Section 3.2 and Section 4.6) that continues unremedied for a period of one (1) Business Day after the earliest to occur of (x) the date on which written notice is received by the Servicer from the Trustee or (unless an Insurer Default shall have occurred and be continuing) the Insurer, (y) discovery of such failure by an Authorized Officer of the Servicer or (z) a period of ten (10) Business Days; (b) Failure by the Servicer to deliver, or cause to be delivered, to the Trustee and the Insurer the Servicer's Certificate by the Determination Date prior to the related Payment Date that continues unremedied for a period of one (1) Business Day or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 9.3(a) or in Section 4.12(f); or (c) Failure on the part of the Servicer duly to observe or perform any other covenant, agreement or obligation (including, any financial obligation) of the Servicer set forth in this Agreement (or, as to TFC, if TFC is the Servicer, the Purchase Agreement, the Notes or any other Basic Documents to which it is a party), which failure (i) would have a material adverse effect on the Noteholders (determined without regard to the availability of funds under the Note Policy), the Insurer (unless an Insurer Default shall have occurred and be continuing) or the Trust Property, and (ii) if capable of remedy, continues unremedied for a period of 30 days after the earlier to occur of (x) the date on which written notice of such failure, requiring the same to be remedied, shall have been received by an Authorized Officer of the Servicer from the Trust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing by any Noteholder or group of Noteholders evidencing not less than 25% of the principal balance of the Notes) or (y) the discovery of such failure by an Authorized Officer of the Servicer; or (d) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer (or ...

Servicer Termination Event. 53 Section 10.2 Consequences of a Servicer Termination Event..................54 Section 10.3