Common use of Appointment of Successor Clause in Contracts

Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6, the Controlling Party (acting at the written direction of the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder. (b) Any successor Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if the Servicer had not resigned or been terminated hereunder or such additional compensation as the Majority Noteholders and such successor Servicer may agree on.

Appears in 44 contracts

Samples: Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2019-4), Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2019-4), Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2019-3)

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Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6, the Controlling Party (acting may, or at the written direction of the Majority Noteholders) shall Noteholders shall, appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder. (b) Any successor Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if the Servicer had not resigned or been terminated hereunder or such additional compensation as the Majority Noteholders and such successor Servicer may agree on.

Appears in 42 contracts

Samples: Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2024-4), Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2024-4), Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2024-3)

Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6, the Controlling Party (acting at the written direction of the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder. (b) Any successor Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if the Servicer had not resigned or been terminated hereunder or such additional compensation as the Majority Noteholders and such successor Servicer may agree on.

Appears in 30 contracts

Samples: Sale and Servicing Agreement (AFS SenSub Corp.), Sale and Servicing Agreement (AFS SenSub Corp.), Sale and Servicing Agreement (AFS SenSub Corp.)

Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6, the Controlling Party (acting may, or at the written direction of the Majority Noteholders) shall Noteholders shall, appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder. (b) Any successor Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if the Servicer had not resigned or been terminated hereunder or such additional compensation as the Majority Noteholders and such successor Servicer may agree on.

Appears in 25 contracts

Samples: Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2021-3), Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2021-3), Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2021-2)

Appointment of Successor. (a) On In the case of the resignation or removal of the Collateral Agent, the Required Lenders shall promptly appoint a successor Collateral Agent. So long as no Event of Default shall have occurred and be continuing, any such successor Collateral Agent shall as a condition to its appointment be reasonably acceptable to the Borrower. If a successor Collateral Agent shall not have been appointed and accepted its appointment hereunder within 60 days after the time the Servicer receives a Collateral Agent gives notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6resignation, the Controlling Party (acting at retiring Collateral Agent, the written direction of Administrative Agent or the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or Required Lenders may petition a any court of competent jurisdiction to appoint a Person that it determines is competent to perform for the duties appointment of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointmentCollateral Agent. Any successor Servicer Collateral Agent so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed as provided in the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions first sentence of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon paragraph within one year from the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing date of the Receivables to the successor Servicer and amending this agreement to reflect appointment by such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereundercourt. (b) Any successor Servicer Collateral Agent shall execute and deliver to the relevant Secured Parties an instrument accepting such appointment. Upon the acceptance of any appointment as Collateral Agent hereunder, a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to this Agreement, and, subject to the Express Perfection Requirements, such other instruments or notices, as may be necessary, or as the Administrative Agent may request in order to continue the perfection (if any) of the Liens granted or purported to be granted hereby, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to discharged from its duties and obligations under this Agreement and the other Loan Documents. The retiring Collateral Agent shall take all steps necessary to transfer all Collateral in its possession and all its control over the Collateral to the successor Collateral Agent. All actions under this paragraph (b) shall be at the expense of the Borrower; provided that if a successor Collateral Agent has been appointed as a result of the Servicer had not resigned circumstances described in Section 6.02(d), any actions under this paragraph (b) as relating to such appointment shall be at the expense of the successor Collateral Agent. (c) The Collateral Agent shall be an Eligible Institution, if there be such an institution willing, able and legally qualified to perform the duties of the Collateral Agent hereunder and, unless such institution is an Affiliate of a Secured Party or been terminated hereunder an Event of Default has occurred and is continuing, reasonably acceptable to the Borrower. (d) Any corporation or such additional compensation as other entity into which the Majority Noteholders and such successor Servicer Collateral Agent may agree onbe merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any corporation or other entity to which substantially all the business of the Collateral Agent may be transferred, shall be the Collateral Agent under this Agreement without further act.

Appears in 8 contracts

Samples: Term Loan Security Agreement, Term Loan Credit Agreement, Term Loan Security Agreement (International Lease Finance Corp)

Appointment of Successor. (a) On In the case of the resignation or removal of the Collateral Agent, the Required Lenders shall promptly appoint a successor Collateral Agent. So long as no Event of Default shall have occurred and be continuing, any such successor Collateral Agent shall as a condition to its appointment be reasonably acceptable to the Borrower. If a successor Collateral Agent shall not have been appointed and accepted its appointment hereunder within 60 days after the time the Servicer receives a Collateral Agent gives notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6resignation, the Controlling Party (acting at retiring Collateral Agent, the written direction of Administrative Agent or the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or Required Lenders may petition a any court of competent jurisdiction for the appointment of a successor Collateral Agent. Any successor Collateral Agent so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed as provided in the first sentence of this paragraph within one year from the date of the appointment by such court. (a) Any successor Collateral Agent shall execute and deliver to appoint the relevant Secured Parties an instrument accepting such appointment. Upon the acceptance of any appointment as Collateral Agent hereunder, a Person successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to this Agreement, and, subject to the Express Perfection Requirements, such other instruments or notices, as may be necessary, or as the Administrative Agent may request in order to continue the perfection (if any) of the Liens granted or purported to be granted hereby, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. The retiring Collateral Agent shall take all steps necessary to transfer all Collateral in its possession and all its control over the Collateral to the successor Collateral Agent. All actions under this paragraph (b) shall be at the expense of the Borrower; provided that it determines is competent if a successor Collateral Agent has been appointed as a result of the circumstances described in Section 6.02(d), any actions under this paragraph (b) as relating to such appointment shall be at the expense of the successor Collateral Agent. (b) The Collateral Agent shall be an Eligible Institution, if there be such an institution willing, able and legally qualified to perform the duties of the Servicer Collateral Agent hereunder as successor Servicer. Pending appointment pursuant and, unless such institution is an Affiliate of a Secured Party or an Event of Default has occurred and is continuing, reasonably acceptable to the preceding sentenceBorrower. (c) Any corporation or other entity into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the outgoing Servicer Collateral Agent shall continue be a party, or any corporation or other entity to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer which substantially all the business of the Collateral Agent may be transferred, shall be the successor in all respects to the Servicer in its capacity as servicer Collateral Agent under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunderact. (b) Any successor Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if the Servicer had not resigned or been terminated hereunder or such additional compensation as the Majority Noteholders and such successor Servicer may agree on.

Appears in 4 contracts

Samples: Term Loan Security Agreement (International Lease Finance Corp), Term Loan Credit Agreement (International Lease Finance Corp), Term Loan Security Agreement (ILFC Holdings, Inc.)

Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6, the Controlling Party (acting at the written direction of the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder. (b) Any successor Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if the Servicer had not resigned or been terminated hereunder or such additional compensation as the Majority Noteholders and such successor Servicer may agree on.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2012-5), Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2012-5), Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2012-4)

Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 10.2 or upon the resignation of the Servicer pursuant to Section 8.69.6, the Controlling Party Servicer shall continue to perform all servicing functions under this Agreement until the date specified in such termination notice or until such resignation becomes effective or until a date mutually agreed upon by the Servicer and the Indenture Trustee. The Indenture Trustee shall as promptly as possible after such termination or resignation appoint an Eligible Servicer as a successor servicer (acting the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form reasonably acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the written direction time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 9.5. Notwithstanding the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or may foregoing, the Indenture Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform any established institution qualifying as an Eligible Servicer as the duties of Successor Servicer hereunder. The Indenture Trustee or the Servicer hereunder Successor Servicer, as successor Servicer. Pending appointment pursuant to the preceding sentencecase may be, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement Agreement, except as otherwise stated herein. The Trust Collateral Agent and such successor Indenture Trustee or the Successor Servicer, as the case may be, shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor The Successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 10.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder. (b) Subject to Section 9.6, no provision of this Agreement shall be construed as relieving the Indenture Trustee of its obligation to succeed as Successor Servicer upon the termination of the Servicer pursuant to Section 10.2 or the resignation of the Servicer pursuant to Section 9.6. (c) Any successor Successor Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as equal to the compensation the Servicer would have been entitled to under this Agreement if the Servicer had not resigned or been terminated hereunder or such additional compensation other amount as may be agreed to by the Majority Noteholders Successor Servicer and the Indenture Trustee and consented to by the Holders of a majority of the Outstanding Amount of Notes. In addition, any Successor Servicer shall be entitled to reasonable transition expenses incurred in acting as Successor Servicer payable by the outgoing Servicer, and to the extent such successor transition expenses have not been paid by the outgoing Servicer, such Successor Servicer may agree onshall be entitled to reimbursement for such reasonable expenses pursuant to the Series Supplement.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (HSBC Automotive Trust (USA) 2006-3), Sale and Servicing Agreement (HSBC Auto Receivables Corp), Sale and Servicing Agreement (HSBC Automotive Trust (USA) 2006-1)

Appointment of Successor. Upon the resignation or removal of the Collateral Agent and/or Securities Intermediary pursuant to Sections 24 or 25, as the case may be: (a) On Any successor Collateral Agent or successor Securities Intermediary, as applicable, appointed as provided in Sections 24 or 25 shall execute and after deliver to the time the Servicer receives a notice of termination pursuant Pledgor and to Section 9.2 or upon its predecessor Collateral Agent and/or Securities Intermediary an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the Servicer pursuant to Section 8.6, the Controlling Party (acting at the written direction of the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust predecessor Collateral Agent and/or the Securities Intermediary shall become effective and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointmentSecurities Intermediary, willas applicable, without any further actionact, be automatically appointed the successor Servicer. Notwithstanding the abovedeed or conveyance, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicershall become vested with all rights, it may appointpowers, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations of its predecessor hereunder, with like effect as successor Servicer on if originally named as Collateral Agent and/or the date that a new servicer agrees to appointment as successor Servicer Securities Intermediary hereunder. (b) Any In the case of the appointment of a successor Servicer Securities Intermediary, the predecessor Securities Intermediary shall deliver the Collateral then held hereunder to the successor Securities Intermediary. The foregoing delivery shall be entitled without prejudice to such compensation the predecessor Securities Intermediary's right to reimbursed by, and recover from, the Pledgor, the fees, costs and expenses or other obligations owed to the predecessor Securities Intermediary pursuant to the terms of this Agreement. (whether payable out c) Upon delivery of the Collection Account Collateral to the successor Securities Intermediary, the predecessor Securities Intermediary shall have no further duties, responsibilities or otherwise) as obligations with respect to the Servicer would have been entitled to Collateral or under this Agreement if the Servicer had not resigned or been terminated hereunder or such additional compensation as the Majority Noteholders and such successor Servicer may agree onAgreement.

Appears in 2 contracts

Samples: Pledge, Assignment and Collateral Agency Agreement (Huntsman CORP), Pledge, Assignment and Collateral Agency Agreement (Huntsman CORP)

Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 9.2 10.2 or upon the resignation of the Master Servicer pursuant to Section 8.69.6, the Controlling Party Master Servicer shall continue to perform all servicing functions under this Agreement until the date specified in such termination notice or until such resignation becomes effective or until a date mutually agreed upon by the Master Servicer and the Trustee. The Trustee shall as promptly as possible after such termination or resignation appoint an Eligible Servicer as a successor servicer (acting the "Successor Master Servicer"), and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Master Servicer has not been appointed or has not accepted its appointment at the written direction time when the Master Servicer ceases to act as Master Servicer, the Trustee without further action shall automatically be appointed the Master Successor Servicer. The Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 9.6. Notwithstanding the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or may foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Master Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Successor Master Servicer. Pending appointment pursuant to The Trustee or the preceding sentenceSuccessor Master Servicer, as the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer case may be, shall be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Master Servicer by the terms and provisions of this Agreement Agreement, except as otherwise stated herein. The Trust Collateral Agent and such successor Trustee or the Successor Master Servicer, as the case may be, shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor The Successor Master Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 10.2 upon the occurrence of any Master Servicer Termination Event applicable to it as Master Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder. (b) Subject to Section 9.6, no provision of this Agreement shall be construed as relieving the Trustee of its obligation to succeed as successor Master Servicer upon the termination of the Master Servicer pursuant to Section 10.2 or the resignation of the Master Servicer pursuant to Section 9.6. (c) Any successor Master Servicer shall be entitled to such compensation (whether payable out of the Master Collection Account or otherwise) as equal to the greater of (a) the compensation the Master Servicer would have been entitled to under this Agreement if the Master Servicer had not resigned or been terminated hereunder or and (b) compensation calculated with a Servicing Fee Rate equal to the then-current "market rate" fee for servicing assets comparable to the Receivables, which rate shall be determined by averaging three fee bids obtained by the Trustee from third party servicers selected by the Trustee. In addition, any successor Master Servicer shall be entitled to reasonable transition expenses incurred in acting as successor Master Servicer payable by the outgoing Master Servicer, and to the extent such additional compensation as transition expenses have not been paid by the Majority Noteholders and outgoing Master Servicer, such successor Master Servicer may agree onshall be entitled to reimbursement for such reasonable expenses pursuant to the related Series Supplement.

Appears in 1 contract

Samples: Master Sale and Servicing Agreement (Household Automobile Revolving Trust I)

Appointment of Successor. (a) On and after the time date the Servicer receives a notice of termination pursuant to Section 9.2 9.01 hereof, or upon the Owner Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by the consents required by Section 8.04 hereof, or the Servicer is removed as servicer pursuant to this Article IX or Section 8.64.01(i), then, the Controlling Party (acting at the written direction of the Majority Noteholders) Noteholders shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall servicer to be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall be subject to all the rights, responsibilities, restrictions, duties, duties and liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the successor servicer shall not be liable for any actions of this Agreement except any servicer prior to it. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the following paragraph, shall be entitled to all funds relating to the Loans which the Servicer would have been entitled to receive from the Collection Account pursuant to Section 5.01(c) hereof as if the Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise stated as provided in Section 4.16 hereof. The Servicer shall not be entitled to any termination fee if it is terminated pursuant to Section 9.01 hereof but shall be entitled to any accrued and unpaid Servicing Compensation to the date of termination. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly to the successor servicer. The compensation of any successor servicer appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. The Trust Collateral Agent Indenture Trustee, the Issuer, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with this Agreement, as shall be reasonably necessary to effectuate effect any such succession. If Any costs or expenses incurred by the Indenture Trustee in connection with the termination of the Servicer and the succession of a successor Servicer is acting as Servicer hereunder, it servicer shall be subject an expense of the outgoing Servicer and, to the extent not paid thereby, an expense of such successor servicer. The Servicer agrees to cooperate with the Indenture Trustee and any successor servicer in effecting the termination under Section 9.2 upon of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the successor servicer all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the successor servicer all amounts which then have been or should have been deposited in any Trust Account maintained by the Servicer or which are thereafter received with respect to the Loans. Upon the occurrence of any Servicer Termination an Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6of Default, the Trust Collateral Agent or Majority Noteholders shall have the right to order the Servicer's Loan Files and all other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing files of the Receivables Servicer relating to the successor Loans and all other records of the Servicer and amending this agreement all documents relating to reflect the Loans which are then or may thereafter come into the possession of the Servicer or any third party acting for the Servicer to be delivered to such succession custodian or servicer as Servicer pursuant to this Section shall be paid by it selects and the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder. (b) Any successor Servicer shall be entitled deliver to such compensation (whether payable out of the Collection Account custodian or otherwise) as the Servicer would have been entitled to under this Agreement if the Servicer had not resigned or been terminated hereunder or servicer such additional compensation assignments as the Majority Noteholders shall request. No successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. No appointment of a successor to the Servicer hereunder shall be effective until written notice of such proposed appointment shall have been provided by the Indenture Trustee to the Initial Noteholder, the Issuer and the Depositor, ANB, ABC, the Majority Noteholders and the Issuer shall have consented in writing thereto. In connection with such appointment and assumption, the Majority Noteholder may make such arrangements for the compensation of such successor servicer out of payments on the Loans as they and such successor Servicer may agree onservicer shall agree.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Advanta Corp)

Appointment of Successor. (a) On and after Upon the time the Servicer receives Servicer's receipt of a notice of termination Termination Notice pursuant to Section 9.2 6.01 or upon the Servicer's resignation in accordance with the terms of this Servicing Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Servicing Agreement and shall be entitled to receive the requisite portion of the Quarterly Servicing Fees, until a Successor Servicer has assumed in writing the obligations of the Servicer pursuant to Section 8.6hereunder as described below. In the event of the Servicer's removal or resignation hereunder, the Controlling Party (acting at the written direction Trustee, as assignee of the Majority Noteholders) Issuer, may appoint a Successor Servicer, with the consent of the Holders of not less than a majority of the Outstanding principal balance of the Transition Bonds of all Series and Classes, voting together as a single class, and the Successor Servicer shall appoint an eligible servicer as successor accept its appointment by a written assumption in form acceptable to the Issuer and the Trustee. If, within thirty days after the delivery of the Termination Notice, a new Servicer or has not been appointed and accepted such appointment, the Trustee may petition the BPU or a court of competent jurisdiction to appoint a Successor Servicer under this Servicing Agreement. A Person that it determines shall qualify as a Successor Servicer only if: (i) such Person is competent permitted to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentenceCompetition Act, the outgoing Servicer shall continue to act as Servicer until a successor BPU Regulations, the Financing Order and this Servicing Agreement; (ii) prior notice has been appointed given to the Rating Agencies and accepted the then current ratings on any Outstanding Transition Bonds shall not be withdrawn or downgraded by the Rating Agencies; and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Servicing Agreement. (b) Upon appointment. Any successor , the Successor Servicer shall be the successor in all respects to the predecessor Servicer in its capacity as servicer under this Servicing Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, duties and liabilities and termination provisions arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Quarterly Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder. (bc) Any successor The Successor Servicer shall be entitled to may resign only if it is prohibited from serving as such compensation by applicable law. (whether payable out d) Only a Successor Servicer that is an electric public utility may bring an action against a Customer for nonpayment of the Collection Account Transition Bond Charge, or otherwise) as terminate service for failure to pay the Servicer would have been entitled to under this Agreement if the Servicer had not resigned or been terminated hereunder or such additional compensation as the Majority Noteholders and such successor Servicer may agree onTransition Bond Charge.

Appears in 1 contract

Samples: Servicing Agreement (Jcp&l Transition Funding LLC)

Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to [Section 8.6, the Controlling Party (acting at the written direction of the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer] / [Section 8.7], the Backup Servicer (unless the Majority Noteholders shall have exercised its option pursuant to Section 9.3(b) to appoint an alternate successor Servicer)] shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the other Basic Documents and the transactions set forth or provided for in this AgreementAgreement and the other Basic Documents, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement and the other Basic Documents except as otherwise stated hereinherein or therein, as applicable. The Trust Collateral Agent Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. [If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent Indenture Trustee or other eligible successor servicer appointed by the Trust Collateral Agent Indenture Trustee and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent Indenture Trustee is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent Indenture Trustee will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder.] (b) Any [The Controlling Party (acting at the written direction of the Majority Noteholders) may exercise at any time its right to appoint as Backup Servicer or as successor to the Servicer a Person other than the Person serving as Backup Servicer at the time, and shall have no liability to the Indenture Trustee, Exeter, the Seller, the Person then serving as Backup Servicer, any Noteholders or any other Person if it does so. Notwithstanding the above, if the Backup Servicer shall be entitled legally unable or unwilling to such compensation (whether payable out of act as Servicer, the Collection Account Backup Servicer, the Indenture Trustee or otherwise) as the Servicer would have been entitled to under this Agreement if the Servicer had not resigned or been terminated hereunder or such additional compensation as the Majority Noteholders and such may petition a court of competent jurisdiction to appoint any eligible servicer as the successor to the Servicer. Pending appointment pursuant to the preceding sentence, the Backup Servicer shall act as successor Servicer may agree on.unless it is legally unable to do so, in which event the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Subject to Section 8.7, no provision of this Agreement shall be construed as relieving the Backup Servicer of its obligation to succeed as successor Servicer upon the termination of the Servicer pursuant to Section 9.2 or the resignation of the Servicer pursuant to Section 8.7. If upon the termination of the Servicer pursuant to Section 9.2 or the resignation of the Servicer pursuant to Section 8.7, the Majority Noteholders appoint a successor Servicer other than the Backup Servicer, the Backup Servicer shall not be relieved of its duties as Backup Servicer hereunder. In the event any successor Servicer is terminated pursuant to

Appears in 1 contract

Samples: Sale and Servicing Agreement (Efcar, LLC)

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Appointment of Successor. (a) On and after (i) the time receipt by the Servicer receives Sales and Servicing Agent of a notice of termination Termination Notice pursuant to Section 9.2 or upon 7.1, (ii) the resignation date on which the Sales and Servicing Agent notifies the Purchaser, the Administrative Agent, the Collateral Agent and each of the Servicer Lenders in writing of its resignation pursuant to Section 8.66.3 (the "Resignation Notice"), or (iii) the receipt by the Sales and Servicing Agent of a Services Termination Notice, the Controlling Party (acting at the written direction of the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer Sales and Servicing Agent shall continue to act perform all servicing functions hereunder until the date on which a Successor Sales and Servicing Agent is appointed. The Purchaser shall, as Servicer until promptly as reasonably possible after the giving of or receipt of a Termination Notice or Resignation Notice, as the case may be, and with the consent of, or at the direction of, the Required Lenders, appoint a successor has been appointed sales and accepted such servicing agent (a "Successor Sales and Servicing Agent") with respect to the Terminated Services. A Successor Sales and Servicing Agent shall accept its appointment by a written assumption in a form acceptable to the Purchaser. (b) Upon its appointment. Any successor Servicer , a Successor Sales and Servicing Agent shall be the successor in all respects to the Servicer in its capacity Sales and Servicing Agent to which it is successor with respect to the functions of the Sales and Servicing Agent hereunder relating to the Terminated Services (with such changes as servicer under this Agreement are agreed to between such Successor Sales and Servicing Agent and the transactions set forth Purchaser with the consent of, or provided for in this Agreementat the direction of, the Required Lenders) and shall be subject to all the rights, responsibilities, restrictions, duties, duties and liabilities and termination provisions relating thereto placed on the Servicer Sales and Servicing Agent by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral hereof, and all references in any Fundamental Document to the Sales and Servicing Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary deemed to effectuate any such succession. If refer to a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance Successor Sales and Servicing Agent with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables respect to the successor Servicer Terminated Services. A Successor Sales and amending this agreement to reflect such succession as Servicer pursuant to this Section Servicing Agent shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from perform its duties and obligations hereunder with the same standard of care set forth herein for the performance by the Sales and Serving Agent of its duties and obligations hereunder. A Successor Sales and Servicing Agent shall not be liable for, and the Sales and Servicing Agent shall indemnify such Successor Sales and Servicing Agent against costs incurred by such Successor Sales and Servicing Agent as successor Servicer on a result of, any acts or omissions of the date that a new servicer agrees Sales and Servicing Agent or any events or occurrences occurring prior to such Successor Sales and Servicing Agent's acceptance of its appointment as successor Servicer hereunderSuccessor Sales and Servicing Agent. (bc) Any successor Servicer All authority and power granted to a Successor Sales and Servicing Agent hereunder shall automatically cease and terminate on the Collection Date, and shall pass to and be vested in the Purchaser and, without limitation, the Purchaser is hereby authorized and empowered to execute and deliver, on behalf of such Successor Sales and Servicing Agent, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights from and after the Collection Date. A Successor Sales and Servicing Agent agrees to cooperate with the Purchaser in effecting the termination of the responsibilities and rights of such Successor Sales and Servicing Agent. A Successor Sales and Servicing Agent shall transfer all of its records relating to the Transferred Media Assets to the Purchaser in such form as the Purchaser may reasonably request and shall transfer all other records, correspondence and documents to the Purchaser in the manner and at such times as the Purchaser shall reasonably request. To the extent that compliance with this Section 7.2 shall require a Successor Sales and Servicing Agent to disclose to the Purchaser information of any kind which such Successor Sales and Servicing Agent deems to be confidential, the Purchaser shall be entitled required to enter into such compensation (whether payable out of the Collection Account or otherwise) customary licensing and confidentiality agreements as the Servicer would have been entitled such Successor Sales and Servicing Agent shall reasonably deem necessary to under this Agreement if the Servicer had not resigned or been terminated hereunder or such additional compensation as the Majority Noteholders and such successor Servicer may agree onprotect its interests.

Appears in 1 contract

Samples: Sales Agency and Servicing Agreement (First Look Studios Inc)

Appointment of Successor. (a) On and after the time Servicer Termination Date, WFEFI or the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6, the Controlling Party (acting at the written direction of the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer if one shall continue to act as Servicer until a successor has have been appointed and accepted such appointment. Any successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all of the rights, responsibilities, restrictions, duties, duties and liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such actionincluding for the avoidance of doubt, consistent with this Agreementthe indemnification obligations set forth in Section 6.05; provided, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunderhowever, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when that the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6shall remain liable for, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs WFEFI and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section (if any) shall be paid by have no liability for, any indemnification obligations of the predecessor Servicer upon presentation arising as a result of reasonable documentation of such costs and expensesacts, omissions or occurrences during the period in which the predecessor Servicer was the Servicer. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on As compensation therefor, WFEFI or the date that a new servicer agrees to appointment as successor Servicer hereunder. (b) Any successor Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given including, but not limited to, the Servicer had not resigned or been terminated hereunder or Total Servicing Fee and Supplemental Servicing Fees. In connection with such additional appointment and assumption, WFEFI may make such arrangements for the compensation of such successor out of payments on Portfolio as the Majority Noteholders it and such successor shall agree; provided, however, that without the prior written consent of NFC no such compensation shall be in excess of (on a monthly basis) 1/12th of 1.5% multiplied by the Aggregate Contract Balance as of the last day of the preceding Monthly Period. WFEFI and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Upon termination of the Servicer and after appointment of a successor Servicer, the Servicer shall reasonably cooperate with such successor Servicer to notify all Portfolio Obligors to cease remitting payments to bank accounts and lock boxes controlled by the Servicer and to instead remit payment directly to any bank accounts and lock boxes designated by such successor Servicer. If at any time on or after the date on which the Servicer is terminated the Servicer receives any payment from any Portfolio Obligor, then the Servicer shall receive such payment in trust for WFEFI, and promptly forward the amount of such payment, along with copies of any remittances or other documentation accompanying such payment, to the successor Servicer. After removal of NFC as servicer, WFEFI or the successor Servicer shall deliver to NFC copies of the Servicer’s Report (or such similar report of the successor Servicer) and, provided such request shall not result in an undue burden on the successor Servicer, such other information as NFC may agree onreasonably request.

Appears in 1 contract

Samples: Servicing Agreement (Navistar Financial Corp)

Appointment of Successor. (a) On and after the time the receipt by Servicer receives of a notice of termination Termination Notice pursuant to Section 9.2 4.01, Servicer shall continue to perform all servicing functions under this Servicing Agreement until the date specified in the Termination Notice or otherwise specified by Lender or until a date mutually agreed upon by Servicer and Lender. Lender shall as promptly as possible after the resignation giving of a Termination Notice appoint on commercially reasonable terms a third party servicing entity selected by Lender in its sole discretion, or itself on commercially reasonable terms, as the successor servicer of this Servicing Agreement (the “Successor Servicer”), and such Successor Servicer, if a third party, shall accept its appointment by a written assumption in a form acceptable to Lender. In the event that a Successor Servicer pursuant to Section 8.6, the Controlling Party (acting has not been appointed or has not accepted its appointment at the written direction of time when Servicer ceases to act as Servicer, Lender, without further action, shall automatically be appointed on commercially reasonably terms the Majority Noteholders) shall appoint an eligible servicer as successor Servicer Successor Servicer. Notwithstanding the foregoing, Lender shall, if it is legally unable or may unwilling so to act, petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform any established institution qualifying as the duties of the Successor Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentencehereunder. (b) Upon its appointment, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to servicing functions and collection of any payment of fees or expenses under this Servicing Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, duties and liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of hereof, and all references in this Servicing Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as to Servicer shall be necessary deemed to effectuate any such successionrefer to the Successor Servicer. If a successor From and after the termination of the servicing by Servicer, the Performance Fee due to Servicer is acting as Servicer hereunder, it under Article III shall be subject to termination under Section 9.2 upon reduced by the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer commercially reasonable servicing fee in accordance with this Section 9.2 or Section 8.6, of this Servicing Agreement paid by Lender to the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes but the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing remainder of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section Performance Fee shall be paid to Servicer as contemplated by Article III. In the event that Lender serves as a Successor Servicer, the Performance Fee due to Servicer under Article III shall be reduced by the predecessor commercially reasonable amount that Lender would have to pay to an independent Successor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunderin an arms’ length transaction. (bc) Any successor Servicer shall be entitled to such compensation (whether payable out Upon termination of the Collection Account or otherwise) as the Servicer would have been entitled to Servicer’s servicing role under this Agreement if the Servicing Agreement, Servicer had not resigned will use commercially reasonable efforts to assist Lender to obtain (on a non-exclusive basis) any services then being performed by Servicer or been terminated hereunder its vendors or such additional compensation as the Majority Noteholders and such successor Servicer may agree onsubcontractors to fulfill its obligations under this Servicing Agreement.

Appears in 1 contract

Samples: Servicing Agreement (GreenSky, Inc.)

Appointment of Successor. (a) On In the case of the resignation or removal of the Security Trustee, the Administrative Agent, on behalf of the Secured Parties, shall promptly appoint a successor Security Trustee; provided, however, that, prior to the occurrence of an Event of Default which is continuing or the occurrence or declaration of the Facility Termination Date, such successor shall be reasonably acceptable to the Borrower. If a successor Security Trustee shall not have been appointed and accepted its appointment hereunder within such 30 day period after the time the Servicer receives a notice of termination pursuant to Section 9.2 resignation or upon removal, the resignation retiring Security Trustee or the Secured Parties (or Administrative Agent on behalf of the Servicer pursuant to Section 8.6, the Controlling Party (acting at the written direction of the Majority NoteholdersSecured Parties) shall appoint an eligible servicer as successor Servicer or may petition a any court of competent jurisdiction to appoint a Person that it determines is competent to perform for the duties appointment of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointmentSecurity Trustee. Any successor Servicer Security Trustee so appointed by such court shall immediately and without further act be superseded by any successor Security Trustee appointed as provided in the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions first sentence of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon paragraph within one year from the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing date of the Receivables to the successor Servicer and amending this agreement to reflect appointment by such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereundercourt. (b) Any successor Servicer Security Trustee shall execute and deliver to the Secured Parties an instrument accepting such appointment. Upon the acceptance of any appointment as Security Trustee hereunder, a successor Security Trustee, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to this Agreement, and such other instruments or notices, as may be necessary or desirable, or as the Administrative Agent may request, in order to continue the perfection (if any) of the liens granted or purported to be granted hereby, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Security Trustee, and the retiring Security Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to discharged from its duties and obligations under this Agreement if and the Servicer had not resigned other Transaction Documents. The retiring Security Trustee shall take all steps necessary to transfer all Collateral in its possession and all its control over the Collateral to the successor Security Trustee. After any retiring Security Trustee’s resignation or been terminated removal hereunder as to any actions taken or omitted to be taken by it while it was Security Trustee, the provisions of all of Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Security Trustee under this Agreement. (c) Each Security Trustee shall be an Eligible Institution acceptable to the Secured Parties. (d) Any corporation into which the Security Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Security Trustee shall be a party, or any corporation to which substantially all the business of the Security Trustee may be transferred, shall be the Security Trustee under this Agreement without further act; provided, however, that DBTCA shall give the Administrative Agent prompt written notice of such merger, conversion, consolidation or transfer and DBTCA shall cooperate with the Administrative Agent to maintain the validity and priority of any lien created hereunder or under any other document. (e) Following the resignation or removal of the Security Trustee, and the appointment and acceptance of such additional compensation as appointment by a successor Security Trustee, all references to “New York” in Sections 2.05 and 2.09 (a) herein shall be deemed to refer to the Majority Noteholders and such successor Servicer may agree onstate in which the Security Trustee is physically located.

Appears in 1 contract

Samples: Security Trust Agreement (Genesis Lease LTD)

Appointment of Successor. (a) On and after the time date the Servicer receives a notice of termination pursuant to Section 9.2 15.01 hereof, or upon the Owner Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel or accompanied by the consents required by Section 14.04 hereof, or the Servicer is removed as servicer pursuant to this Article XV or Section 8.65.01, then, the Controlling Party (acting at the written direction of the Majority Noteholders) Certificateholders shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer shall servicer to be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for in this Agreement, herein and shall be subject to all the rights, responsibilities, restrictions, duties, duties and liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions hereof; provided, however, that the successor servicer shall not be liable for any actions of this Agreement except any servicer prior to it. The successor servicer shall be obligated to make Servicing Advances hereunder. As compensation therefor, the successor servicer appointed pursuant to the -135- 143 following paragraph, shall be entitled to all funds relating to the Loans which the Servicer would have been entitled to receive from the Collection Account pursuant to Section 7.01(c) hereof as if the Servicer had continued to act as servicer hereunder, together with other Servicing Compensation in the form of assumption fees, late payment charges or otherwise stated as provided in Section 5.16 hereof. The Servicer shall not be entitled to any termination fee if it is terminated pursuant to Section 15.01 hereof but shall be entitled to any accrued and unpaid Servicing Fee to the date of termination. Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Owner Trustee and remitted directly to the successor servicer. The compensation of any successor servicer appointed shall be the Servicing Fee, together with other Servicing Compensation provided for herein. The Trust Collateral Agent Owner Trustee, the Trust, any Custodian, the Servicer and any such successor servicer shall take such action, consistent with this Agreement, as shall be reasonably necessary to effectuate effect any such succession. If Any costs or expenses incurred by the Owner Trustee in connection with the termination of the Servicer and the succession of a successor Servicer is acting as Servicer hereunder, it servicer shall be subject an expense of the outgoing Servicer and, to the extent not paid thereby, an expense of such successor servicer. The Servicer agrees to cooperate with the Owner Trustee and any successor servicer in effecting the termination under Section 9.2 upon of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the successor servicer all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the successor servicer all amounts which then have been or should have been deposited in any Trust Account maintained by the Servicer or which are thereafter received with respect to the Loans. Upon the occurrence of an Event of Default, the Majority Certificateholders shall have the right to order the Servicer's Loan Files and all other files of the Servicer relating to the Loans and all other records of the Servicer and all documents relating to the Loans which are then or may thereafter come into the possession of the Servicer or any third party acting for the Servicer Termination Event applicable (including, without limitation, computer programs, tapes, disks, data processing software and related property and rights) to be delivered to such custodian or servicer as it selects and the Servicer shall deliver to such custodian or servicer such assignments as the Majority Certificateholders shall request. No successor servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it as Serviceror (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer hereunder. If no Person has accepted its No appointment as of a successor to the Servicer when hereunder shall be effective until written notice of such proposed appointment shall have been provided by the predecessor Servicer ceases Owner Trustee to act as Servicer in accordance with Section 9.2 or Section 8.6the Initial Class A Certificateholder, the Trust Collateral Agent or other eligible and the Depositor and the Depositor, the Majority Certificateholders and the Trust shall have consented in writing thereto. In connection with such appointment and assumption, the Majority Certificateholder may make such arrangements for the compensation of such successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court out of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer payments on the date that a new servicer agrees to appointment Loans as successor Servicer hereunder. (b) Any successor Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if the Servicer had not resigned or been terminated hereunder or such additional compensation as the Majority Noteholders they and such successor Servicer may agree onservicer shall agree.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Finova Group Inc)

Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to [Section 8.6, the Controlling Party (acting at the written direction of the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer] / [Section 8.7], the Backup Servicer (unless the Majority Noteholders shall have exercised its option pursuant to Section 9.3(b) to appoint an alternate successor Servicer)] shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the other Basic Documents and the transactions set forth or provided for in this AgreementAgreement and the other Basic Documents, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement and the other Basic Documents except as otherwise stated hereinherein or therein, as applicable. The Trust Collateral Agent Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. [If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent Indenture Trustee or other eligible successor servicer appointed by the Trust Collateral Agent Indenture Trustee and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent Indenture Trustee is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent Indenture Trustee will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder.] (b) [The Controlling Party (acting at the written direction of the Majority Noteholders) may exercise at any time its right to appoint as Backup Servicer or as successor to the Servicer a Person other than the Person serving as Backup Servicer at the time, and shall have no liability to the Indenture Trustee, Exeter, the Seller, the Person then serving as Backup Servicer, any Noteholders or any other Person if it does so. Notwithstanding the above, if the Backup Servicer shall be legally unable or unwilling to act as Servicer, the Backup Servicer, the Indenture Trustee or the Majority Noteholders may petition a court of competent jurisdiction to appoint any eligible servicer as the successor to the Servicer. Pending appointment pursuant to the preceding sentence, the Backup Servicer shall act as successor Servicer unless it is legally unable to do so, in which event the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Subject to Section 8.7, no provision of this Agreement shall be construed as relieving the Backup Servicer of its obligation to succeed as successor Servicer upon the termination of the Servicer pursuant to Section 9.2 or the resignation of the Servicer pursuant to Section 8.7. If upon the termination of the Servicer pursuant to Section 9.2 or the resignation of the Servicer pursuant to Section 8.7, the Majority Noteholders appoint a successor Servicer other than the Backup Servicer, the Backup Servicer shall not be relieved of its duties as Backup Servicer hereunder. In the event any successor Servicer is terminated pursuant to Section 9.2 hereof, the Controlling Party (acting at the written direction of the Majority Noteholders) shall appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment.] (c) Any successor Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if the Servicer had not resigned or been terminated hereunder or such additional other compensation as set forth herein. [If any successor Servicer is appointed, as a result of the Majority Noteholders Backup Servicer’s refusal (in breach of the terms of this Agreement) to act as Servicer although it is legally able to do so, the Seller and such successor Servicer may agree onon reasonable additional compensation to be paid to such successor Servicer, provided, however, it being understood and agreed that the Seller shall give prior notice to the Backup Servicer with respect to the appointment of such successor and the payment of additional compensation, if any. In connection with any such appointment, arrangements may be made for the compensation of such successor Servicer out of collections on or in respect of the Receivables as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to Exeter as initial Servicer hereunder without the prior consent of the Controlling Party (acting at the written direction of the Majority Noteholders). The Backup Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Backup Servicer shall not be relieved of its duties as successor Servicer under this Section 9.3 until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement.] (d) [Upon its appointment, except as otherwise set forth herein or in any other Basic Document, the Backup Servicer or any other successor Servicer, as applicable, shall be the successor in all respects to the Servicer with respect to servicing obligations under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the Backup Servicer or the successor Servicer, as applicable; provided, however, that any successor Servicer (including the Backup Servicer) shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor becomes the successor Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase or advancing obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party to this Agreement or the other Basic Documents (including, but not limited to, the Indenture Trustee, any Backup Servicer or the Custodian), (v) no obligation with respect to obtaining or maintaining Force-Placed Insurance under Section 4.4, (vi) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer, including Exeter, and (vii) no liability or obligation with respect to the Servicer indemnification obligations specified in Section 6.7(a) of the Indenture or Section 6(b) of the Custodian Agreement.] (e) [Notwithstanding anything contained in this Agreement to the contrary, the Backup Servicer is authorized to accept and rely on all of the accounting records (including computer records) and work of the prior Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Backup Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Backup Servicer making or continuing any Errors (collectively, “Continuing Errors”), the Backup Servicer shall have no duty, responsibility, obligation or liability for such Continuing Errors; provided, however, that the Backup Servicer agrees to use its best efforts to prevent further Continuing Errors. In the event that the Backup Servicer has actual knowledge or received written notice of Errors or Continuing Errors, it shall, with the prior consent of the Controlling Party (acting at the written direction of the Majority Noteholders) use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continuing Errors and to prevent future Continuing Errors. The Backup Servicer shall be entitled to recover its costs thereby expended in accordance with Section 5.7(a) of this Agreement.]

Appears in 1 contract

Samples: Sale and Servicing Agreement (Efcar, LLC)

Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6, ; (i) the Backup Servicer (unless the Controlling Party (acting at the written direction of the Majority Noteholdersshall have exercised its option pursuant to Section 9.3(b) shall to appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor alternate replacement Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Any successor Servicer ) shall be the successor in all respects to the Servicer Servicer, in its capacity as servicer under this Agreement and the Insurance Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement or the Insurance Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor replacement Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer. If no Person has accepted . (b) The Controlling Party may exercise at any time its appointment right to appoint as Backup Servicer or Designated Backup Subservicer or as successor to the Servicer when a Person other than the predecessor Person serving as Backup Servicer ceases or the Designated Backup Subservicer at the time, and (without limiting its obligations under the Note Policy) shall have no liability to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent Agent, the Servicer, the Seller, the Person then serving as Backup Servicer, the Designated Backup Subservicer, any Holders or any other eligible successor servicer appointed by Person if it does so; provided, however, that at the Trust Collateral Agent time of such transfer, the outstanding fees, expenses and who has accepted such appointment, will, without further action, indemnities of the current Backup Servicer and the Designated Backup Subservicer shall be automatically appointed the successor Servicerpaid in full. Notwithstanding the above, if the Backup Servicer or the Designated Backup Subservicer shall be legally unable or unwilling to act as Servicer, and an Insurer Default shall have occurred and be continuing, the Backup Servicer, the Designated Backup Subservicer, the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it a Note Majority may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes appoint any Eligible Servicer as the servicing of motor vehicle receivables, as successor to the Servicer. All reasonable costs Pending appointment pursuant to the preceding sentence, the Backup Servicer shall act as replacement Servicer unless it is legally unable to do so, in which event the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and expenses incurred in connection with transferring accepted such appointment. Subject to Section 8.6, no provision of this Agreement shall be construed as relieving the servicing Backup Servicer of its obligation to succeed as replacement Servicer upon the termination of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section 9.2 or the resignation of the Servicer pursuant to Section 8.6. If upon the termination of the Servicer pursuant to Section 9.2 or the resignation of the Servicer pursuant to Section 8.6, the Controlling Party appoints a replacement Servicer other than the Backup Servicer, the Backup Servicer shall not be paid by the predecessor Servicer upon presentation relieved of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Backup Servicer hereunder. (bc) Any successor replacement Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if the Servicer had not resigned or been terminated hereunder or such additional other compensation as agreed to by the Majority Noteholders Insurer in writing. If any replacement Servicer is appointed as a result of the Backup Servicer’s refusal (in breach of the terms of this Agreement) to act as Servicer although it is legally able to do so, the Insurer and such successor replacement Servicer may agree onon reasonable additional compensation to be paid to such replacement Servicer; provided, however, it being understood and agreed that the Insurer shall give prior notice to the Backup Servicer with respect to the appointment of such successor and the payment of additional compensation, if any. If, any replacement Servicer is appointed for any reason other than the Backup Servicer’s refusal to act as Servicer although legally able to do so, the Backup Servicer shall not be liable for any Servicing Fee, additional compensation or other amounts to be paid to such replacement Servicer in connection with its assumption and performance of the servicing duties described herein. (d) Notwithstanding anything contained in this Agreement to the contrary, the Backup Servicer is authorized to accept and rely on all of the accounting records (including computer records) and work of the prior Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the Backup Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the Backup Servicer making or continuing any Errors (collectively, “Continuing Errors”), the Backup Servicer shall have no duty, responsibility, obligation or liability for such Continuing Errors; provided, however, that the Backup Servicer agrees to use its best efforts to prevent further Continuing Errors. In the event that the Backup Servicer becomes aware of Errors or Continuing Errors, it shall, with the prior consent of the Controlling Party use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continuing Errors and to prevent future Continuing Errors. The Backup Servicer shall be entitled to recover its costs thereby expended in accordance with Section 3.03 of the Spread Account Agreement.

Appears in 1 contract

Samples: Sale and Servicing Agreement (UPFC Auto Receivables Trust 2007-B)

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