Common use of Consequences of an Administrator Default Clause in Contracts

Consequences of an Administrator Default. If an Administrator Default shall occur and be continuing, either the AART Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or if the Notes have been paid in full and the AART Indenture has been discharged in accordance with its terms, the AART Owner Trustee or Certificateholders whose Certificates evidence not less than a majority of the Voting Interests as of the close of the preceding Distribution Date) by notice then given in writing to the Administrator and the AART Owner Trustee (and to the AART Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates or the Secured Notes or otherwise, shall pass to and be vested in the AART Indenture Trustee pursuant to and under this Section 7.02. The AART Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Administrator, 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 Secured Notes and related documents, or otherwise. The Administrator agrees to cooperate with the AART Indenture Trustee and the AART Owner Trustee in effecting the termination of the responsibilities and rights of the Administrator under this Agreement, including the transfer to the AART Indenture Trustee or the AART Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Administrator for deposit, or that shall have been deposited by the Administrator in the AART Collection Account, the Certificate Distribution Account or the Note Distribution Account or thereafter received with respect to the Secured Notes that shall at that time be held by the Administrator.

Appears in 10 contracts

Samples: Administration Agreement (Ally Auto Assets LLC), Administration Agreement (Ally Auto Assets LLC), Administration Agreement (Ally Auto Assets LLC)

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Consequences of an Administrator Default. If an Administrator Default shall occur and be continuing, either the AART Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or if the Notes have been paid in full and the AART Indenture has been discharged in accordance with its terms, the AART Owner Trustee or Certificateholders whose Certificates evidence not less than a majority of the Voting Interests as of the close of the preceding Distribution Date) by notice then given in writing to the Administrator and the AART Owner Trustee (and to the AART Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates or the Secured Notes or otherwise, shall pass to and be vested in the AART Indenture Trustee pursuant to and under this Section 7.02. The AART Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Administrator, 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 Secured Notes and related documents, or otherwise. The Administrator agrees to cooperate with the AART Indenture Trustee and the AART Owner Trustee in effecting the termination of the responsibilities and rights of the Administrator under this Agreement, including the transfer to the AART Indenture Trustee or the AART Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Administrator for deposit, or that shall have been deposited by the Administrator in the AART Collection Account[, the Certificate Distribution Account Account] or the Note Distribution Account or thereafter received with respect to the Secured Notes that shall at that time be held by the Administrator.

Appears in 1 contract

Samples: Administration Agreement (Ally Auto Assets LLC)

Consequences of an Administrator Default. If an Administrator Default shall occur and be continuing, either the AART Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or if the Notes have been paid in full and the AART Indenture has been discharged in accordance with its terms, by the AART Owner Trustee or Certificateholders whose Certificates evidence not less than a majority of the Voting Interests as of the close of the preceding Distribution Date) by notice then given in writing to the Administrator and the AART Owner Trustee (and to the AART Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Administrator under this Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement, whether with respect to the Notes, the Certificates or the Secured Notes or otherwise, shall pass to and be vested in the AART Indenture Trustee pursuant to and under this Section 7.02. The AART Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Administrator, 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 Secured Notes and related documents, or otherwise. The Administrator agrees to cooperate with the AART Indenture Trustee and the AART Owner Trustee in effecting the termination of the responsibilities and rights of the Administrator under this Agreement, including the transfer to the AART Indenture Trustee or the AART Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Administrator for deposit, or that shall have been deposited by the Administrator in the AART Collection AccountAccount [, the Certificate Distribution Account Account] or the Note Distribution Account or thereafter received with respect to the Secured Notes that shall at that time be held by the Administrator.

Appears in 1 contract

Samples: Administration Agreement (Ally Central Originating Lease Trust)

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Consequences of an Administrator Default. If an Administrator Default shall occur and be continuing, either the AART CARAT Indenture Trustee or the Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or if the Notes have been paid in full and the AART CARAT Indenture has been discharged in accordance with its terms, the AART CARAT Owner Trustee or Certificateholders whose Certificates evidence not less than a majority of the Voting Interests as of the close of the preceding Distribution Date) by notice then given in writing to the Administrator and the AART CARAT Owner Trustee (and to the AART CARAT Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Administrator under this Agreement and the Pooling and Administration Agreement. On or after the receipt by the Administrator of such written notice, all authority and power of the Administrator under this Agreement and the Pooling and Administration Agreement, whether with respect to the Notes, the Certificates or the Secured Notes or otherwise, shall pass to and be vested in the AART CARAT Indenture Trustee pursuant to and under this Section 7.02. The AART CARAT Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Administrator, 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 Secured Notes and related documents, or otherwise. The Administrator agrees to cooperate with the AART CARAT Indenture Trustee and the AART CARAT Owner Trustee in effecting the termination of the responsibilities and rights of the Administrator under this AgreementAgreement and the Pooling and Administration, including the transfer to the AART CARAT Indenture Trustee or the AART CARAT Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Administrator for deposit, or that shall have been deposited by the Administrator in the AART CARAT Collection Account[, the Certificate Distribution Account Account] or the Note Distribution Account or thereafter received with respect to the Secured Notes that shall at that time be held by the Administrator.

Appears in 1 contract

Samples: Trust Sale and Administration Agreement (Capital Auto Receivables LLC)

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