Common use of Appointment of Successors Clause in Contracts

Appointment of Successors. (a) Upon the Servicer's receipt of notice of its termination from the Indenture Trustee pursuant to Section 14.01 hereof or the Servicer's resignation in accordance with the terms of this Agreement, the Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice (which date shall be at least 45 days after the date of such notice), or, if no such date is specified in a notice of termination, until the expiration of 45 days after receipt of such notice by the Servicer and, in the case of resignation, until the later of (x) the date forty-five (45) days from the delivery to the Back-up Servicer and the Indenture Trustee of written notice of such resignation (or the date of written confirmation of such notice prior to the expiration of the forty-five (45) days) in accordance with the terms of this Agreement and (y) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer's resignation or termination hereunder, and unless the Majority Controlling Noteholders directs otherwise, the Back-up Servicer shall, subject to the provisions of Section 14.01, automatically be the successor Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Back-up Servicer as Servicer by the terms and provisions hereof; provided, however, that neither the Back-up Servicer, nor any other successor Servicer shall be liable for any actions of the Servicer or any other predecessor Servicer prior to such succession or for any breach by the Servicer or any other predecessor Servicer of any of its representations, warranties or covenants contained in this Agreement or in any related document or agreement.

Appointment of Successors. (a) Upon the ServicerSubservicer's receipt of notice of its termination from the Indenture Trustee pursuant to Section 14.01 hereof 8.01 or the ServicerSubservicer's resignation in accordance with the terms of this Agreement, the Servicer Subservicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice (which date shall be at least 45 days after the date of such notice), or, if no such date is specified in a notice of termination, until the expiration of 45 days after receipt of such notice by the Servicer and, in the case of resignation, until the later of (x) the date forty-five thirty (4530) days from the delivery to the Back-up Servicer Master Servicer, as successor Servicer, and the Trust Collateral Agent, the Indenture Trustee and the Note Insurer of written notice of such resignation (or the date of written confirmation of such notice prior to the expiration of the forty-five thirty (4530) days) in accordance with the terms of this Agreement and (y) the date upon which the predecessor Servicer Subservicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the ServicerSubservicer's 100 resignation or termination hereunder, and unless the Majority Controlling Noteholders Party directs otherwise, the Back-up Master Servicer shall, subject to the provisions of Section 14.01, shall automatically be the successor Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Back-up Master Servicer as Servicer by the terms and provisions hereof; provided, however, that neither the Back-up Servicer, Master Servicer nor any other successor Servicer shall be liable for any actions of the Servicer Subservicer or any other predecessor Servicer prior to such succession or for any breach by the Servicer Subservicer or any other predecessor Servicer of any of its representations, warranties or covenants contained in this Agreement or in any related document or agreement.

Appointment of Successors. (a) Upon the Servicer's ’s receipt of notice of its termination from the Indenture Trustee pursuant to Section 14.01 hereof or the Servicer's ’s resignation in accordance with the terms of this Agreement, the Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice (which date shall be at least 45 days after the date of such notice), or, if no such date is specified in a notice of termination, until the expiration of 45 days after receipt of such notice by the Servicer and, in the case of resignation, until the later of (x) the date forty-five (45) days from the delivery to the Back-up Servicer and Servicer, the Indenture Trustee and the Insurer of written notice of such resignation (or the date of written confirmation of such notice prior to the expiration of the forty-five (45) days) in accordance with the terms of this Agreement and (y) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer's ’s resignation or Trust and Servicing Agreement termination hereunder, and unless the Majority Controlling Noteholders Party directs otherwise, the Back-up Servicer shall, subject to the provisions of Section 14.01, automatically be the successor Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Back-up Servicer as Servicer by the terms and provisions hereof; provided, however, that neither the Back-up Servicer, nor any other successor Servicer shall be liable for any actions of the Servicer or any other predecessor Servicer prior to such succession or for any breach by the Servicer or any other predecessor Servicer of any of its representations, warranties or covenants contained in this Agreement or in any related document or agreement.

Appointment of Successors. (a) Upon the Servicer's receipt of notice of its termination from the Indenture Trustee pursuant to Section 14.01 hereof or the Servicer's resignation in accordance with the terms of this Agreement, the Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice (which date shall be at least 45 30 days after the date of such notice), ) or, if no such date is specified in a notice of termination, until the expiration of 45 days after receipt of such notice by the Servicer and, in the case of resignation, until the later of (x) the date forty-five thirty (4530) days from the delivery to the Back-up Servicer and Servicer, the Standby Servicer, the Indenture Trustee and the Insurer of written notice of such resignation (or the date of written confirmation of such notice prior to the expiration of the forty-five thirty (4530) days) in accordance with the terms of this Agreement and (y) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer's resignation or termination hereunder, and unless the Majority Controlling Noteholders Party directs otherwise, the Back-up Standby Servicer shall, subject to the provisions of Section 14.01, shall automatically be the successor Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Back-up Standby Servicer as Servicer by the terms and provisions hereof; provided, however, that neither the Standby Servicer, the Back-up Servicer, Servicer nor any other successor Servicer shall be liable for any actions of the Servicer or any other predecessor Servicer prior to such succession or for any breach by the Servicer or any other predecessor Servicer of any of its representations, warranties or covenants contained in this Agreement or in any related document or agreement.

Appointment of Successors. (a) Upon the Servicer's receipt of notice of its termination from the Indenture Trustee pursuant to Section 14.01 hereof or the Servicer's resignation in accordance with the terms of this Agreement, the Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice (which date shall be at least 45 30 days after the date of such notice), or, if no such date is specified in a notice of termination, until the expiration of 45 days after receipt of such notice by the Servicer and, in the case of resignation, until the later of (x) the date forty-five thirty (4530) days from the delivery to the Back-up Servicer and Servicer, the Standby Servicer, the Indenture Trustee and the Insurer of written notice of such resignation (or the date of written confirmation of such notice prior to the expiration of the forty-five thirty (4530) days) in accordance with the terms of this Agreement and (y) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer's resignation or termination hereunder, and unless the Majority Controlling Noteholders Party directs TRUST AND SERVICING AGREEMENT 86 otherwise, the Back-up Standby Servicer shall, subject to the provisions of Section 14.01, shall automatically be the successor Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Back-up Standby Servicer as Servicer by the terms and provisions hereof; provided, however, that neither the Standby Servicer, the Back-up Servicer, Servicer nor any other successor Servicer shall be liable for any actions of the Servicer or any other predecessor Servicer prior to such succession or for any breach by the Servicer or any other predecessor Servicer of any of its representations, warranties or covenants contained in this Agreement or in any related document or agreement.