Servicer Termination Events Clause Samples

Servicer Termination Events. Servicer Termination Events; Master Servicer and Special Servicer Termination 354 Section 7.02 Trustee to Act; Appointment of Successor 363 Section 7.03 Notification to Certificateholders 365

Servicer Termination Events. If any one of the following events (a “Servicer Termination Event”) shall occur and be continuing on any day: (i) any failure by the Servicer to make any payment, transfer or deposit as required by this Agreement and such failure shall continue for two (2) Business Days; (ii) any failure by the Servicer to give instructions or notice to the Borrower, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (iii) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Transaction Document to which it is a party as Servicer that continues unremedied for a period of fifteen (15) days after the first to occur of (A) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (B) the date on which the Servicer becomes or reasonably should have become aware thereof; (iv) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been false or incorrect in any material respect when made and such failure, if susceptible to a cure, shall continue unremedied for a period of fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (ii) the date on which the Servicer becomes or reasonably should have become aware thereof; (v) the Servicer shall fail to service the Transferred Loans in accordance with the Credit and Collection Policy; (vi) an Insolvency Event shall occur with respect to the Servicer; (vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent of the Required Lenders; (viii) any financial or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Man...

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) any failure by the Servicer to deposit into the Collection Account any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of five Business Days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Noteholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of 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 any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days or under clause (b) for a period of 90 days, will not constitute a Servicer Termination Event if that failure or delay was caused by Force Majeure or other similar occurrence.

Servicer Termination Events. The following events will each be a “Servicer Termination Event”:

Servicer Termination Events. 34 SECTION 8.1. Servicer Termination Event......................................34 SECTION 8.2. Appointment of Successor........................................35 SECTION 8.3. Payment of Servicing Fee........................................36 SECTION 8.4. Notification to Noteholders and Certificateholders..............37 SECTION 8.5. Waiver of Past Defaults.........................................37 ARTICLE IX. TERMINATION......................................................37 SECTION 9.1. Optional Purchase of All Receivables; Termination Notice........37

Servicer Termination Events. (1) The occurrence of any one or more of the following shall be a “servicer termination event” in relation to the Series 2023-1 Ownership Interest: (a) the Servicer fails to make any distribution, transfer or deposit required in respect of the Series 2023-1 Ownership Interest and such failure continues for a period of five (5) Business Days, or the Servicer fails to observe or perform any covenant or agreement contained in the Pooling and Servicing Agreement or this Series 2023-1 Purchase Agreement, if such failure has a material adverse effect on the ability of the Series 2023-1 Co-Owner to satisfy its obligations to holders of the Series 2023-1 Senior Notes or the Series 2023-1 Subordinated Notes and continues unremedied for a period of thirty (30) Business Days after delivery by the Custodian or the Issuer Trustee of written notice thereof to the Servicer; (b) any representation or warranty made by the Servicer in the Pooling and Servicing Agreement or this Series 2023-1 Purchase Agreement is found to have been incorrect when made, or any information required thereby or hereby to be given by the Servicer is found to have been incorrect when given, and such incorrect representation, warranty or information has a material adverse effect on the ability of the Series 2023-1 Co-Owner to satisfy its obligations to holders of the Series 2023-1 Senior Notes or the Series 2023-1 Subordinated Notes and continues to be incorrect or unremedied for a period of thirty (30) Business Days after delivery by the Custodian or the Issuer Trustee of written notice thereof to the Servicer; (c) except where the terms of Section 9.5 of the Pooling and Servicing Agreement have been complied with, there is commenced against the Servicer any proceeding or the taking of any step by or against the Servicer for the dissolution, liquidation or winding up of the Servicer or for any relief from the laws of any jurisdiction relating to bankruptcy, insolvency, reorganization, arrangement, compromise or winding up, or for the appointment of one or more of a trustee, receiver, receiver and manager, custodian, liquidator or other person with similar powers with respect to the Servicer, unless such proceeding or step is being contested in good faith by the Servicer; (d) the Servicer ceases to carry on a revolving credit card business except in the course of carrying out a transaction in respect of which the conditions of Section 9.4 or Section 9.5 of the Pooling and Servicing Agreement are o...

Servicer Termination Events. 50 Section 8.02. Consequences of a Servicer Termination Event.................50 Section 8.03. Appointment of Successor Servicer............................51 Section 8.04. Notification to Securityholders..............................52 Section 8.05. Waiver of Past Defaults......................................52 Article IX

Servicer Termination Events. Section 8.1.

Servicer Termination Events. Section 7.01 Servicer Termination Events; Master Servicer and Special Servicer Termination 374 Section 7.02 Trustee to Act; Appointment of Successor 383 Section 7.03 Notification to Certificateholders 385 Section 7.04 Waiver of Servicer Termination Events 386 Section 7.05 Trustee as Maker of Advances 386 Section 8.01 Duties of the Trustee and the Certificate Administrator 387 Section 8.02 Certain Matters Affecting the Trustee and the Certificate Administrator 388 Section 8.03 Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans 390 Section 8.04 Trustee or Certificate Administrator May Own Certificates 391 Section 8.05 Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator 391 Section 8.06 Eligibility Requirements for Trustee and Certificate Administrator 392 Section 8.07 Resignation and Removal of the Trustee and Certificate Administrator 393 Section 8.08 Successor Trustee or Certificate Administrator 396 Section 8.09 Merger or Consolidation of Trustee or Certificate Administrator 397 Section 8.10 Appointment of Co-Trustee or Separate Trustee 397 Section 8.11 Appointment of Custodians 398 Section 8.12 Representations and Warranties of the Trustee 398 Section 8.13 Provision of Information to Certificate Administrator, Master Servicer and Special Servicer 400 Section 8.14 Representations and Warranties of the Certificate Administrator 400 Section 8.15 Compliance with the PATRIOT Act 401 Section 9.01 Termination upon Repurchase or Liquidation of All Mortgage Loans 402 Section 9.02 Additional Termination Requirements 405 Section 10.01 REMIC Administration 406 Section 10.02 Use of Agents 410 Section 10.03 Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator 410 Section 10.04 Appointment of REMIC Administrators 410 Section 11.01 Intent of the Parties; Reasonableness 411 Section 11.02 Succession; Subcontractors 412 Section 11.03 Filing Obligations 414 Section 11.04 Form 10-D and Form ABS-EE Filings 416 Section 11.05 Form 10-K Filings 420 Section 11.06 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification 423 Section 11.07 Form 8-K Filings 424 Section 11.08 Form 15 Filing 427 Section 11.09 Annual Compliance Statements 427 Section 11.10 Annual Reports on Assessment of Compliance with Servicing Criteria 429 Section 11.11 Annual Independent Public Accountants’ Attestation Report 431 Section 11.12 Indemnification 432 Section 11.13 Amend...