Common use of Consequences of a Servicer Event of Default Clause in Contracts

Consequences of a Servicer Event of Default. If a Servicer Event of Default shall occur and be continuing, the Agent, by notice given in writing to the Servicer and to the Collateral Agent may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice or upon termination of the term of the Servicer, all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Note, the Receivables or the Other Conveyed Property or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Collateral Agent); provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer; provided further, that the successor Servicer shall not be obligated to service the Receivables in accordance with the Credit and Collection Policy, but rather shall be obligated to follow the standards, policies and procedures it follows with respect to all comparable receivables that it services for itself or others. The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the terminated Servicer for deposit, or have been deposited by the terminated Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Servicer of all Receivable Files and Monthly Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Agent, the successor Servicer shall terminate the Lock-Box Agreement and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 2.2(e)), or to a Lock-Box established by the successor Servicer at the direction of the Agent at the successor Servicer’s expense. The terminated Servicer shall grant the Collateral Agent, the successor Servicer and the Agent reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

Consequences of a Servicer Event of Default. If a Servicer Event of Default shall occur and be continuing, the Indenture Trustee shall, at the written direction of the Majority Holders or the Agent, by notice given in writing to the Servicer and to the Collateral Agent may Backup Servicer, terminate all of the rights and obligations of the Servicer under this Agreement; provided, however, that the Backup Servicer, acting as successor Servicer, may not be terminated pursuant to this Section 10.02 for a Servicer Event of Default set forth in Section 10.01(c), (d), (k), (l) or (m); provided, further, however, that the Backup Servicer, acting as successor Servicer, may be terminated pursuant to clause (m) above if it is also the servicer under the agreements referenced therein with respect to which Bay View Acceptance is the contributor. On or after the receipt by the Servicer of such written notice (unless otherwise directed by the Majority Holders or upon termination of the term of the ServicerAgent and subject to Section 10.03(a)), unless otherwise excluded or modified herein all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Note, the Receivables Notes or the Other Conveyed Property Trust Estate or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Collateral Agent)Servicer; provided, however, that the successor Backup Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated prior Servicer prior to the date that the successor Backup Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Servicer; and provided further, that the successor Backup Servicer shall not be obligated have no obligation to service assume the Receivables in accordance responsibilities of Servicer with the Credit and Collection Policy, but rather shall be obligated to follow the standards, policies and procedures it follows with respect to all comparable receivables that it services for itself or othersfewer than 30 days prior written notice. The successor Backup Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated prior Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property rest of the Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated prior Servicer agrees, if so directed by the Majority Holders or by the Agent, to continue to act as Servicer until the successor Servicer assumes the responsibilities of Servicer, and agrees to cooperate with the successor Backup Servicer in effecting the termination of the responsibilities and rights of the terminated prior Servicer under this Agreement, including, without limitation, the execution of one or more specific powers of attorney pursuant to Section 10.03(g) at the request of the successor Servicer and the transfer to the successor Backup Servicer for administration by it of all cash amounts that shall at the time be held by the terminated prior Servicer for deposit, or have been deposited by the terminated prior Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Backup Servicer or the Custodian, as applicable, of all Receivable Custodian Files and Monthly Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Backup Servicer or a another successor Servicer to service the Receivables and the Other Conveyed Propertyrest of the Trust Estate. The Servicer agrees that the Indenture Trustee and the Backup Servicer shall eliminate the Servicer's access to all Post Office Boxes in accordance with certain instructions to be executed by the Servicer giving the Indenture Trustee and Backup Servicer access to the Post Office Boxes, provided that the Indenture Trustee shall not be liable for any access gained by the Servicer to the Post Office Boxes after the Indenture Trustee has used its best efforts to prohibit such access. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Custodian Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 10.02 shall be paid by the prior Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall be entitled to payment from the immediate predecessor Servicer for reasonable transition expenses incurred in connection with acting as successor Servicer. The prior Servicer shall grant the Depositor, the Indenture Trustee, the Backup Servicer and the Agent reasonable access to the prior Servicer's premises, computer files, personnel, records and equipment at the prior Servicer's expense. If requested by the AgentMajority Holders, the Backup Servicer or any other successor Servicer shall terminate any arrangements relating to the Lock-Box Agreement Local Bank Account with the Local Bank or the Post Office Boxes, and direct the Obligors to make all payments under the Receivables directly to the successor Servicer at the prior Servicer's expense (in which event the successor Servicer shall process such payments directly or through a lock-box account established in accordance with Section 2.2(e)), or to a Lock-Box established by the successor Servicer at the direction instructions of the Agent at or the Majority Holders or, if the Backup Servicer is acting as successor Servicer’s expense, through the Backup Servicer Lockbox). The Indenture Trustee shall send copies of all notices given pursuant to this Section 10.02 to the Noteholders and the Agent. The Indenture Trustee and the Backup Servicer may set off and deduct any amounts owed by the terminated Servicer shall grant the Collateral Agent, the successor Servicer and the Agent reasonable access from any amounts payable to the terminated Servicer’s premises at . When the terminated Servicer’s expenseTrustee or the Backup Servicer incurs expenses after the occurrence of a Servicer Event of Default specified in Section 10.01, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Consequences of a Servicer Event of Default. If a Servicer Event of Default shall occur and be continuing, the Indenture Trustee shall, at the written direction of the Majority Holders or the Agent, by notice given in writing to the Servicer and to the Collateral Agent may Backup Servicer, terminate all of the rights and obligations of the Servicer under this Agreement; provided, however, that the Backup Servicer, acting as successor Servicer, may not be terminated pursuant to this Section 10.02 for a Servicer Event of Default set forth in Sxxxxxx 00.00(x), (x), (x), (x), (x), (x), (o) or (p); provided, further, however, that the Backup Servicer, acting as successor Servicer, may be terminated pursuant to clause (p) above if it is also the servicer under the agreements referenced therein with respect to which Bay View Acceptance is the contributor. On or after the receipt by the Servicer of such written notice (unless otherwise directed by the Majority Holders or upon termination of the term of the ServicerAgent and subject to Section 10.03(a)), unless otherwise excluded or modified herein all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Note, the Receivables Notes or the Other Conveyed Property Trust Estate or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Collateral Agent)Servicer; provided, however, that the successor Backup Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated prior Servicer prior to the date that the successor Backup Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Servicer; and provided further, that the successor Backup Servicer shall not be obligated have no obligation to service assume the Receivables in accordance responsibilities of Servicer with the Credit and Collection Policy, but rather shall be obligated to follow the standards, policies and procedures it follows with respect to all comparable receivables that it services for itself or othersfewer than 30 days prior written notice. The successor Backup Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated prior Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property rest of the Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated prior Servicer agrees, if so directed by the Majority Holders or by the Agent, to continue to act as Servicer until the successor Servicer assumes the responsibilities of Servicer, and agrees to cooperate with the successor Backup Servicer in effecting the termination of the responsibilities and rights of the terminated prior Servicer under this Agreement, including, without limitation, the execution of one or more specific powers of attorney pursuant to Section 10.03(g) at the request of the successor Servicer and the transfer to the successor Backup Servicer for administration by it of all cash amounts that shall at the time be held by the terminated prior Servicer for deposit, or have been deposited by the terminated prior Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Backup Servicer or the Custodian, as applicable, of all Receivable Custodian Files and Monthly Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Backup Servicer or a another successor Servicer to service the Receivables and the Other Conveyed Propertyrest of the Trust Estate. The Servicer agrees that the Indenture Trustee and the Backup Servicer shall eliminate the Servicer’s access to all Post Office Boxes in accordance with certain instructions to be executed by the Servicer giving the Indenture Trustee and Backup Servicer access to the Post Office Boxes, provided that the Indenture Trustee shall not be liable for any access gained by the Servicer to the Post Office Boxes after the Indenture Trustee has used its best efforts to prohibit such access. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Custodian Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 10.02 shall be paid by the prior Servicer upon presentation of reasonable documentation of such costs and expense s. In addition, any successor Servicer shall be entitled to payment from the immediate predecessor Servicer for reasonable transition expenses incurred in connection with acting as successor Servicer. The prior Servicer shall grant the Depositor, the Indenture Trustee, the Backup Servicer and the Agent reasonable access to the prior Servicer’s premises, computer files, personnel, records and equipment at the prior Servicer’s expense. If requested by the AgentMajority Holders, the Backup Servicer or any other successor Servicer shall terminate any arrangements relating to the Lock-Box Agreement Local Bank Account with the Local Bank or the Post Office Boxes, and direct the Obligors to make all payments under the Receivables directly to the successor Servicer at the prior Servicer’s expense (in which event the successor Servicer shall process such payments directly or through a lock-box account established in accordance with Section 2.2(e)), or to a Lock-Box established by the successor Servicer at the direction instructions of the Agent at or the Majority Holders or, if the Backup Servicer is acting as successor Servicer’s expense, through the Backup Servicer Lockbox). The Indenture Trustee shall send copies of all notices given pursuant to this Section 10.02 to the Noteholders and the Agent. The Indenture Trustee and the Backup Servicer may set off and deduct any amounts owed by the terminated Servicer shall grant the Collateral Agent, the successor Servicer and the Agent reasonable access from any amounts payable to the terminated Servicer’s premises at . When the terminated Servicer’s expenseTrustee or the Backup Servicer incurs expenses after the occurrence of a Servicer Event of Default specified in Section 10.01, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Consequences of a Servicer Event of Default. If a Servicer Event of Default shall occur and be continuing, the Indenture Trustee shall, at the written direction of the Majority Holders or the Agent, by notice given in writing to the Servicer and to the Collateral Agent may Backup Servicer, terminate all of the rights and obligations of the Servicer under this Agreement; provided, however, that the Backup Servicer, acting as successor Servicer, may not be terminated pursuant to this Section 10.02 for a Servicer Event of Default set forth in Xxxxxxx 00.00(x), (x), (x), (x), (x), (x), (o) or (p); provided, further, however, that the Backup Servicer, acting as successor Servicer, may be terminated pursuant to clause (p) above if it is also the servicer under the agreements referenced therein with respect to which Bay View Acceptance is the contributor. On or after the receipt by the Servicer of such written notice (unless otherwise directed by the Majority Holders or upon termination of the term of the ServicerAgent and subject to Section 10.03(a)), unless otherwise excluded or modified herein all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Note, the Receivables Notes or the Other Conveyed Property Trust Estate or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Collateral Agent)Servicer; provided, however, that the successor Backup Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated prior Servicer prior to the date that the successor Backup Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Servicer; and provided further, that the successor Backup Servicer shall not be obligated have no obligation to service assume the Receivables in accordance responsibilities of Servicer with the Credit and Collection Policy, but rather shall be obligated to follow the standards, policies and procedures it follows with respect to all comparable receivables that it services for itself or othersfewer than 30 days prior written notice. The successor Backup Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated prior Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property rest of the Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated prior Servicer agrees, if so directed by the Majority Holders or by the Agent, to continue to act as Servicer until the successor Servicer assumes the responsibilities of Servicer, and agrees to cooperate with the successor Backup Servicer in effecting the termination of the responsibilities and rights of the terminated prior Servicer under this Agreement, including, without limitation, the execution of one or more specific powers of attorney pursuant to Section 10.03(g) at the request of the successor Servicer and the transfer to the successor Backup Servicer for administration by it of all cash amounts that shall at the time be held by the terminated prior Servicer for deposit, or have been deposited by the terminated prior Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Backup Servicer or the Custodian, as applicable, of all Receivable Custodian Files and Monthly Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Backup Servicer or a another successor Servicer to service the Receivables and the Other Conveyed Propertyrest of the Trust Estate. If requested The Servicer agrees that the Indenture Trustee and the Backup Servicer shall eliminate the Servicer's access to all Post Office Boxes in accordance with certain instructions to be executed by the AgentServicer giving the Indenture Trustee and Backup Servicer access to the Post Office Boxes, provided that the successor Indenture Trustee shall not be liable for any access gained by the Servicer shall terminate to the Lock-Box Agreement Post Office Boxes after the Indenture Trustee has used its best efforts to prohibit such access. All reasonable costs and direct expenses (including attorneys' fees) incurred in connection with transferring the Obligors to make all payments under the Receivables directly Custodian Files to the successor Servicer (in which event and amending this Agreement to reflect such succession as Servicer pursuant to this Section 10.02 shall be paid by the prior Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall process such payments be entitled to payment from the immediate predecessor Servicer for reasonable transition expenses incurred in accordance connection with Section 2.2(e)), or to a Lock-Box established by the successor Servicer at the direction of the Agent at the successor Servicer’s expense. The terminated Servicer shall grant the Collateral Agent, the successor Servicer and the Agent reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.acting as successor

Consequences of a Servicer Event of Default. If a Servicer Event of Default shall occur and be continuing, the Indenture Trustee shall, at the written direction of the Majority Holders or the Agent, by notice given in writing to the Servicer and to the Collateral Agent may Backup Servicer, terminate all of the rights and obligations of the Servicer under this Agreement; provided, however, that the Backup Servicer, acting as successor Servicer, may not be terminated pursuant to this Section 10.02 for a Servicer Event of Default set forth in Xxxxxxx 00.00(x), (x), (x), (x), (x), (x), (o) or (p); provided, further, however, that the Backup Servicer, acting as successor Servicer, may be terminated pursuant to clause (p) above if it is also the servicer under the agreements referenced therein with respect to which AmeriCredit is the contributor. On or after the receipt by the Servicer of such written notice (unless otherwise directed by the Majority Holders or upon termination of the term of the ServicerAgent and subject to Section 10.03(a)), unless otherwise excluded or modified herein all authority, power, obligations and responsibilities of the Servicer under this Agreement, whether with respect to the Note, the Receivables Notes or the Other Conveyed Property Trust Estate or otherwise, automatically shall pass to, be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer appointed by the Collateral Agent)Servicer; provided, however, that the successor Backup Servicer shall have no liability with respect to any obligation which was required to be performed by the terminated prior Servicer prior to the date that the successor Backup Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated prior Servicer; and provided further, that the successor Backup Servicer shall not be obligated have no obligation to service assume the Receivables in accordance responsibilities of Servicer with the Credit and Collection Policy, but rather shall be obligated to follow the standards, policies and procedures it follows with respect to all comparable receivables that it services for itself or othersfewer than 30 days prior written notice. The successor Backup Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated prior Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and the Other Conveyed Property rest of the Trust Estate and related documents to show the Trust as lienholder or secured party on the related Lien Certificates, or otherwise. The terminated prior Servicer agrees, if so directed by the Majority Holders or by the Agent, to continue to act as Servicer until the successor Servicer assumes the responsibilities of Servicer, and agrees to cooperate with the successor Backup Servicer in effecting the termination of the responsibilities and rights of the terminated prior Servicer under this Agreement, including, without limitation, the execution of one or more specific powers of attorney pursuant to Section 10.03(g) at the request of the successor Servicer and the transfer to the successor Backup Servicer for administration by it of all cash amounts that shall at the time be held by the terminated prior Servicer for deposit, or have been deposited by the terminated prior Servicer, in the Collection Account or thereafter received with respect to the Receivables and the delivery to the successor Backup Servicer or the Custodian, as applicable, of all Receivable Custodian Files and Monthly Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Backup Servicer or a another successor Servicer to service the Receivables and the Other Conveyed Propertyrest of the Trust Estate. The Servicer agrees that the Indenture Trustee and the Backup Servicer shall eliminate the Servicer’s access to all Post Office Boxes in accordance with certain instructions to be executed by the Servicer giving the Indenture Trustee and Backup Servicer access to the Post Office Boxes, provided that the Indenture Trustee shall not be liable for any access gained by the Servicer to the Post Office Boxes after the Indenture Trustee has used its best efforts to prohibit such access. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Custodian Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 10.02 shall be paid by the prior Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall be entitled to payment from the immediate predecessor Servicer for reasonable transition expenses incurred in connection with acting as successor Servicer. The prior Servicer shall grant the Depositor, the Indenture Trustee, the Backup Servicer and the Agent reasonable access to the prior Servicer’s premises, computer files, personnel, records and equipment at the prior Servicer’s expense. If requested by the AgentMajority Holders, the Backup Servicer or any other successor Servicer shall terminate any arrangements relating to the Lock-Box Agreement Local Bank Account with the Local Bank or the Post Office Boxes, and direct the Obligors to make all payments under the Receivables directly to the successor Servicer at the prior Servicer’s expense (in which event the successor Servicer shall process such payments directly or through a lock-box account established in accordance with Section 2.2(e)), or to a Lock-Box established by the successor Servicer at the direction instructions of the Agent at or the successor Servicer’s expenseMajority Holders). The Indenture Trustee shall send copies of all notices given pursuant to this Section 10.02 to the Noteholders and the Agent. The Indenture Trustee and the Backup Servicer may set off and deduct any amounts owed by the terminated Servicer shall grant the Collateral Agent, the successor Servicer and the Agent reasonable access from any amounts payable to the terminated Servicer’s premises at . When the terminated Servicer’s expenseTrustee or the Backup Servicer incurs expenses after the occurrence of a Servicer Event of Default specified in Section 10.01, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.