Common use of Effect of Termination Notice Clause in Contracts

Effect of Termination Notice. (a) After receipt by the Servicer or any Co-Servicer of a Termination Notice pursuant to Clause 4.1, and on the date that a Successor Servicer shall have been appointed by the Beneficiaries pursuant to Clause 4.3, all authority and power of the Servicer and any Co-Servicer under this Agreement shall pass to and be vested in a Successor Servicer and, without limitation, each Beneficiary is hereby appointed, authorised and empowered (upon the failure of the Servicer or any Co-Servicer to cooperate in a timely manner) in order to secure the performance of the Servicer or any Co-Servicer in so doing to execute and deliver, on behalf of the Servicer or any Co-Servicer, as its attorney, all documents, records and other instruments upon the failure of the Servicer or Co-Servicer to execute or deliver such documents, records or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights and obligations; (b) The Servicer and, by its execution of the relevant Accession Notice, any Co-Servicer agrees to use all reasonable efforts and cooperate with the Beneficiaries and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer and any Co-Servicer to conduct servicing hereunder including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer and any Co-Servicer to service the Receivables provided for under this Agreement. (c) The Servicer and any Co-Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. (d) To the extent that compliance with this Clause 4.2 shall require the Servicer or any Co-Servicer to disclose to the Successor Servicer information of any kind which the Servicer or such Co-Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer or Co-Servicer shall deem reasonably necessary to protect its interests. (e) The Servicer and any Co-Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under any Enhancement with respect to any Beneficiaries to the Successor Servicer. (f) Upon the termination of the appointment of the Servicer and any Co-Servicer pursuant to this Clause 4.2, any amounts in respect of Collections of Receivables constituting Trust Property and any other Trust Property in the possession of the Servicer or Co-Servicer (or coming into the possession of the Servicer or Co-Servicer at any time thereafter) shall be held on trust by the Servicer or Co-Servicer for and to the order of the Beneficiaries.

Effect of Termination Notice. (a) 4.5.1 After receipt by the Servicer or any Co-Servicer of a Termination Notice pursuant to Clause 4.14.2, and on the date that a Successor Servicer shall have been appointed by the Beneficiaries pursuant to Clause 4.34.6, all authority and power of the Servicer and any Co-Servicer under this Agreement shall pass to and be vested in a Successor Servicer. 4.5.2 In order to secure the performance of the Servicer and, without limitationor any Co-Servicer with respect to the appointment of a Successor Servicer, each Beneficiary is hereby appointed, irrevocably appointed by way of security attorney of the Servicer and any Co-Servicer and is authorised and empowered (upon the failure of the Servicer or any Co-Servicer to cooperate in a timely manner) in order to secure the performance of the Servicer or any Co-Servicer in so doing to execute and deliver, on behalf of the such Servicer or any Co-Servicer, as its attorney, all documents, records and other instruments upon the failure of the Servicer or Co-Servicer to execute or deliver such documents, records or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights and obligations;obligations to such Successor Servicer. (b) 4.5.3 The Servicer and, by its execution of the relevant Accession Notice, any Co-Servicer agrees to use all reasonable efforts and cooperate with the Beneficiaries and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer and any Co-Servicer to conduct servicing hereunder including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer and any Co-Servicer to service the Receivables provided for under this Agreement. (c) 4.5.4 The Servicer and any Co-Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. (d) 4.5.5 To the extent that compliance with this Clause 4.2 4.5 shall require the Servicer or any Co-Servicer to disclose to the Successor Servicer information of any kind which the Servicer or such Co-Servicer reasonably deems to be confidential, the Beneficiaries shall procure that the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer or Co-Servicer shall deem reasonably necessary to protect its interestsinterests and the Servicer shall not be obliged to disclose any such confidential information until such licensing and confidentiality agreements have been entered into. (e) 4.5.6 The Servicer and any Co-Servicer shall, on the date of any servicing transfer, transfer all of its rights and obligations under any Enhancement with respect to any Beneficiaries to the Successor Servicer. (f) 4.5.7 Upon the termination of the appointment of the Servicer and any Co-Servicer pursuant to this Clause 4.24.5, any amounts in respect of Collections of Receivables constituting Trust Property and any other Trust Property in the possession of the Servicer or Co-Servicer (or coming into the possession of the Servicer or Co-Servicer at any time thereafter) shall be held on trust by the Servicer or Co-Servicer for and to the order of the Beneficiaries.

Effect of Termination Notice. (a) After receipt by the Servicer or any Co-Servicer of a Termination Notice pursuant to Clause 4.111.1 (Servicer Defaults) or Clause 11.2 (Removal of Servicer), and on the date that a Successor Servicer shall have been appointed by the Beneficiaries Receivables Trustee pursuant to Clause 4.311.4 (Receivables Trustee to Act; Appointment of Successor), all authority and power of the Servicer and any Co-Servicer under this Agreement Deed shall pass to and be vested in a Successor Servicer and, without limitation, each Beneficiary the Receivables Trustee is hereby appointed, authorised and empowered (upon the failure of the Servicer or any Coto co-Servicer to cooperate operate in a timely manner) in order to secure the performance of the Servicer or any Co-Servicer in so doing to execute and deliver, on behalf of the Servicer or any Co-Servicer, as its attorney, all documents, records and other instruments upon the failure of the Servicer or Co-Servicer to execute or deliver such documents, records or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing such Servicer's rights and obligations;obligations to such Successor Servicer. (b) The Servicer and, by its execution of the relevant Accession Notice, any Co-Servicer agrees to use all reasonable efforts and cooperate co-operate with the Beneficiaries Receivables Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer and any Co-Servicer to conduct servicing hereunder including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer and any Co-Servicer to service carry out servicing functions in relation to the Receivables as provided for under this AgreementDeed. (c) The Servicer and any Co-Servicer shall promptly transfer its electronic records or electronic copies thereof relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued Successor Servicer to carry out servicing of and cash management in relation to the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. (d) To the extent that compliance with this Clause 4.2 11.3 shall require the Servicer or any Co-Servicer to disclose to the Successor Servicer information of any kind which the Servicer or such Co-Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer or Co-Servicer shall deem reasonably necessary to protect its interestsinterests and the Servicer shall not be obliged to disclose any such confidential information until such licensing and confidentiality agreements have been entered into. (e) The Servicer and any Co-Servicer shall, on the date of any transfer of its servicing transferfunctions under this Deed, transfer all of its rights and obligations under any Enhancement with respect to any Beneficiaries to the Successor Servicer. (f) Upon the termination of the appointment of the Servicer and any Co-Servicer pursuant to this Clause 4.211.3, any amounts in respect of Collections of Receivables constituting Trust Property and any other Trust Property in the possession of the Servicer or Co-Servicer (or coming into the possession of the Servicer or Co-Servicer at any time thereafter) shall be held on trust by the Servicer or Co-Servicer for and to the order of the BeneficiariesReceivables Trustee.