Termination of the Servicer Clause Samples

Termination of the Servicer. Notwithstanding anything this Agreement to the contrary, the Insurer may terminate or refuse to renew the term of the Servicer at such time as permitted under any separate agreements between them so long as no Insurer Default has occurred and is continuing.
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Termination of the Servicer. If a Servicer Default shall have occurred and be continuing, the Trustee, by notice given to the Servicer, and if the Servicer is not TMM, to the Sellers' Representative, shall upon the written directions of the Cumulative Required Investor Certificateholders terminate all of the rights and powers of the Servicer under this Master Trust Agreement, including without limitation all rights of such Servicer to receive any servicing compensation provided for in the applicable Supplement with respect to the period following such termination. Upon the giving of any such notice under SECTION 10.5 below, the Trustee shall designate as successor Servicer any Person (upon the written direction of the Cumulative Required Investor Certificateholders to succeed such Servicer on the condition that the Trustee determines that such Person meets sections (a) and (c) of the definition of "Successor Servicer Criteria" and such Person certifies pursuant to section (b) of the definition of "Successor Servicer Criteria" that it is legally qualified to act as the successor Servicer. A Person so designated shall agree to assume the duties and obligations of such Servicer under the Transaction Documents in accordance with the terms hereof or thereof or such other terms as may be acceptable to the Trustee, and upon such assumption all rights, duties and responsibilities of the Servicer under the Transaction Documents shall vest in such successor Servicer, and the Trustee is hereby irrevocably and independently authorized, appointed and empowered to execute and deliver, on behalf of such Servicer, as attorney-in-fact or otherwise (which appointment as attorney-in-fact is with full power of substitution and coupled with an interest), all documents and other instruments (including any notices to Obligors deemed necessary or advisable by the Trustee), and to do or accomplish all other acts or things, necessary or appropriate to effect such vesting and assumption, including, without limitation, directing the Obligors to remit all payments on or in respect of the Purchased Receivables to an account or address designated by the Trustee or such successor Servicer and endorsing the name of such Servicer on checks and other instruments representing Collections with respect to the Purchased Receivables and enforcing such Purchased Receivables. Further, in such event, such Servicer shall use its best efforts to effect the orderly and efficient transfer of the servicing of the Purchased Receivab...
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Termination of the Servicer. The Owner may, at its sole option, following an Event of Default and in accordance with Section 6.1, terminate any rights the Servicer may have hereunder. The Owner, with full cooperation of the Servicer, shall arrange for the transfer of servicing, at the Owner's option, to the Owner, its designee or a third party purchaser, and the Servicer shall continue servicing, for the Servicing Fee provided herein, the Mortgage Loans under this Agreement until the Owner gives the Servicer notice of the transfer.
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Termination of the Servicer. 60 ARTICLE X
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Termination of the Servicer due to an Event of Default (a) Upon 30 days’ written notice, the Owner may, at its sole option, upon the occurrence of an Event of Default and in accordance with Section 7.1, terminate any rights the Servicer may have hereunder. Any such notice of termination shall be in writing and delivered to the terminated Servicer (in such instance, the “Terminated Servicer”) by registered mail as provided in Section 9.8 of this Agreement. If the Owner so terminates the rights of a Terminated Servicer, the Owner with full cooperation of the Terminated Servicer shall arrange for the transfer of servicing to, at the Owner’s option, the Owner or a third party, and the Terminated Servicer shall continue servicing, for the Servicing Fee provided herein, the Mortgage Loans under this Agreement until the Owner gives the Terminated Servicer notice of the transfer and such transfer has been completed. (b) The Terminated Servicer agrees to cooperate with the Owner and such successor in effecting the termination of the Terminated Servicer's responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Terminated Servicer to the Custodial Account, the Escrow Account or the REO Account, or thereafter be received with respect to the Mortgage Loans and to which the Terminated Servicer is not entitled pursuant to the terms of this Agreement.
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Termination of the Servicer. AS TO THE SERIES 20[·]-[·] REFERENCE POOL. (a) Notwithstanding Section 8.3(a) of the Closed-End Servicing Agreement, as used herein “Exchange Note Servicer Default” means the occurrence and continuance of the following events:
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Termination of the Servicer in respect of a sale of Guarantor LP Purchased Loans (a) Notwithstanding the terms of the Servicing Agreement (including Section 17.3 of the Servicing Agreement) or any other servicing agreement entered into with any Replacement Servicer, the servicing of any Related Loans shall not be terminated by the Guarantor LP or any purchaser in connection with any sale of Guarantor LP Purchased Loans forming part of such Related Loans unless the purchaser of such Guarantor LP Purchased Loans meets the requirements of a Replacement Servicer under Section 3.3 and enters into an agreement to service the Bank Retained Loans forming part of such Related Loans in accordance with the requirements of Section 3.3 or, where such purchaser will not be the servicer of such Loans, such purchaser enters into a servicing agreement to provide for the servicing of the Related Loans, including the Bank Retained Loans forming part of such Related Loans, in accordance with the requirements of Section 3.3 with a servicer that meets the requirements of a Replacement Servicer under Section 3.3.‌ (b) The person servicing Related Loans pursuant to any agreement entered into pursuant to Section 3.4(a) will be deemed to be a Replacement Servicer for purposes of this Agreement.
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Termination of the Servicer. 87 ARTICLE X TERMINATION.........................................................87 SECTION 10.01. TERMINATION UPON EARLY REDEMPTION OF THE NOTES OR LIQUIDATION OF ALL MORTGAGE LOANS; RIGHT OF INSURER TO PURCHASE MORTGAGE LOANS.......................87 SECTION 10.02. [RESERVED]...............................................88 ARTICLE XI REIT PROVISIONS....................................................88
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Related to Termination of the Servicer

  • Appointment of the Servicer (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section 9.01. Until the Administrative Agent gives notice to BrightView (in accordance with this Section 9.01) of the designation of a new Servicer, BrightView is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of an Event of Default, the Administrative Agent may (with the consent of the Majority Lenders) and shall (at the direction of the Majority Lenders) designate as Servicer any Person (including itself) to succeed BrightView or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. (b) Upon the designation of a successor Servicer as set forth in clause (a) above, BrightView agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition of the performance of such activities to the new Servicer, and BrightView shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related Security. (c) BrightView acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agent and each Lender have relied on BrightView’s agreement to act as Servicer hereunder. Accordingly, BrightView agrees that it will not voluntarily resign as Servicer without the prior written consent of the Administrative Agent and the Majority Lenders. (d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and obligations so delegated, (iii) the Borrower, the Administrative Agent and each Lender shall have the right to look solely to the Servicer for performance, (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer) and (v) if such Sub-Servicer is not an Affiliate of the Parent, the Administrative Agent and the Majority Lenders shall have consented in writing in advance to such delegation.

  • Duties of the Servicer The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as GM Financial is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s duties shall include, without limitation, collecting and posting all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent and the Trustee with respect to distributions, and performing the other duties specified herein. The Servicer, or if GM Financial is no longer the Servicer, GM Financial, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the successor Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the successor Servicer shall not be liable for the Servicer’s breach of its obligations.