Common use of Event of Servicing Termination Clause in Contracts

Event of Servicing Termination. Any of the following acts or occurrences shall constitute an “Event of Servicing Termination” under this Servicing Agreement: (a) any failure by the Servicer to make any required payment, transfer or deposit to the Indenture Trustee under any Transaction Document on the date such payment, transfer or deposit is required to be made; (b) any failure by the Servicer to provide any notices to the Indenture Trustee and the Insurer pursuant to this Servicing Agreement relating to the transfer or calculation of funds; (c) failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Servicing Agreement or in any other Transaction Document; or the Servicer shall assign its duties hereunder (except as expressly permitted herein); (d) any representation, warranty or certification made by the Servicer or any successor thereto in this Servicing Agreement or in any other Transaction Document, or in any certificate delivered pursuant to this Servicing Agreement or any other Transaction Document (other than any representation or warranty relating to a Contract that has been purchased by the Servicer), shall prove to have been incorrect when made, which has a material adverse effect on the Noteholders or the Insurer; (e) the Servicer or Back-up Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or Back-up Servicer, respectively, or of or relating to all or substantially all of their respective properties; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer or Back-up Servicer or Successor Servicer or Successor Back-up Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer or Back-up Servicer or any successor to either shall admit in writing its inability to pay its debts generally as they become due, file or have filed against it a petition or commence an action to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (f) the Servicer or the Back-up Servicer or any successor to either shall cease to be an Eligible Servicer as determined by the Insurer; (g) the Servicer makes any material changes to its Collection Policy with respect to the Contracts without the consent of the Insurer, which consent shall not be unreasonably withheld; (h) an Event of Default under the Indenture with respect to the Servicer occurs which has not been waived by the Insurer; (i) the average Extended Contract Rate with respect to any 3 consecutive Collection Periods exceeds 1.75%; (j) the merger or consolidation (including a conveyance transaction) of the Servicer with or into any Person whereby the Servicer is not the surviving entity; or (k) the Servicer shall have defaulted on any payment required to be made by it under any material credit agreement or other loan agreement pursuant to which it has borrowed money.

Event of Servicing Termination. Any The Master Servicer may terminate all of the rights and obligation of the servicer under this Agreement if any one or more of the following acts or occurrences shall constitute an “events ("Event of Servicing Termination” ") shall occur and be continuing; (i) The Servicer shall fail to perform or observe any term, covenant or agreement under this Servicing Agreement: Agreement (aother than as referred to in clauses (ii) any or (iii) next following) and such failure shall remain unremedied for 30 days after actual knowledge thereof by the Servicer or written notice thereof is received by the Servicer, (ii) the Servicer shall fail to make when due any required payment, transfer payment or deposit to be made by it under this Agreement and such failure shall remain unremedied for five Business Days after actual knowledge thereof by the Indenture Trustee under any Transaction Document on Servicer or written notice thereof is received by the date Servicer or (iii) the Servicer shall fail to deliver the Monthly Servicing Report pursuant to this Agreement and such payment, transfer failure shall remain unremedied for five days after actual knowledge thereof by the Servicer or deposit written notice thereof is required to be made;received by the Servicer; or (b) any failure by the Servicer to provide any notices to the Indenture Trustee and the Insurer pursuant to this Servicing Agreement relating to the transfer Any representation or calculation of funds; (c) failure on the part of the Servicer to duly observe warranty made or perform in any material respect any other covenants or agreements of the Servicer set forth in this Servicing Agreement or in any other Transaction Document; or the Servicer shall assign its duties hereunder (except as expressly permitted herein); (d) any representation, warranty or certification deemed made by the Servicer (or any successor thereto of its officers) under or in connection with this Servicing Agreement or in any other Transaction Document, written information or in any certificate report delivered by the Servicer pursuant to this Servicing Agreement or any other Transaction Document (other than any representation or warranty relating to a Contract that has been purchased by the Servicer), shall prove to have been incorrect or untrue in any material respect when made, which has a material adverse effect on the Noteholders made or the Insurer; (e) deemed made or delivered and such failure shall remain unremedied for 30 days after actual knowledge thereof by the Servicer or Back-up Servicer shall consent to written notice thereof is received by the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer; or (c) The Servicer or Back-up Servicer, respectivelyWorld Omni Financial Corp. shall generally not pay its debts as such debts become due, or of or relating to all or substantially all of their respective properties; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer or Back-up Servicer or Successor Servicer or Successor Back-up Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer or Back-up Servicer or any successor to either shall admit in writing its inability to pay its debts generally as they become duegenerally, file or shall have filed against it made a petition or commence an action to take advantage of any applicable insolvency or reorganization statute, make any general assignment for the benefit of its creditors creditors; or voluntarily suspend payment of its obligations; (f) any proceeding shall be instituted by or against the Servicer or World Omni Financial Corp. seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief; or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the Back-up entry of an order for relief or the appointment of a received, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Servicer or World Omni Financial Corp. shall take any successor corporate action to either shall cease to be an Eligible Servicer as determined by authorize any of the Insurer;actions set forth above in this Section 6.01(c); or (gd) the Servicer makes any material changes to its Collection Policy A Change of Control shall occur with respect to the Contracts without Servicer. On and after receipt by the consent Servicer of written notice from the Insurer, which consent shall not be unreasonably withheld; (h) Master Servicer during the continuance of an Event of Default under the Indenture with respect to the Servicer occurs which has not been waived by the Insurer; (i) the average Extended Contract Rate with respect to any 3 consecutive Collection Periods exceeds 1.75%; (j) the merger or consolidation (including a conveyance transaction) Servicing Termination, all authority and power of the Servicer with under this Agreement will pass to and be vested in the Master Servicer or into any Person whereby Master Servicer's designee; provided that the Servicer will remain obligated to perform its obligations hereunder until a successor Servicer has accepted appointment as Servicer hereunder. The Master Servicer is not authorized to take any action appropriate to transfer the surviving entity; or (k) the Servicer shall have defaulted on any payment required Servicer's servicing duties hereunder to be made by it under any material credit agreement or other loan agreement pursuant to which it has borrowed moneya successor servicer.

Event of Servicing Termination. Any of the following acts or occurrences shall constitute an “Event of Servicing Termination” under this Servicing Agreement: (a) any failure by the Servicer to make any required payment, transfer or deposit to the Indenture Trustee due under any Transaction Document on the date such payment, transfer or deposit is required to be made; (b) any failure by the Servicer to provide any notices to the Indenture Trustee and the Insurer pursuant to this Servicing Agreement relating to the transfer or calculation of funds; (c) failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Servicing Agreement or in any other Transaction Document; or the Servicer shall assign its duties hereunder (except as expressly permitted herein); (d) any representation, warranty or certification made by the Servicer or any successor thereto in this Servicing Agreement or in any other Transaction Document, or in any certificate delivered pursuant to this Servicing Agreement or any other Transaction Document (other than any representation or warranty relating to a Contract that has been purchased by the Servicer), shall prove to have been incorrect when made, which has a material adverse effect on the Noteholders or the Insurer; (e) the Servicer or Back-up Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or Back-up Servicer, respectively, or of or relating to all or substantially all of their respective properties; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer or Back-up Servicer or Successor Servicer or Successor Back-up Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer or Back-up Servicer or any successor to either shall admit in writing its inability to pay its debts generally as they become due, file or have filed against it a petition or commence an action to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (f) the Servicer or the Back-up Servicer or any successor to either shall cease fail to be an Eligible Servicer as determined by the Insurer; (g) the Servicer makes any material changes to its Collection Policy with respect to the Contracts without the consent of the Insurer, which consent shall not be unreasonably withheld; (h) an Event of Default under (as defined in the Indenture Indenture) with respect to the Servicer occurs which has not been waived by the InsurerInsurer or, if an Insurer Default has occurred and is continuing, Noteholders evidencing not less than 51% of the Class A Note Balance; (i) the average Extended Contract Rate with respect to any 3 consecutive Collection Periods exceeds 1.75%; (j) the merger or consolidation (including a conveyance transaction) of the Servicer with or into any Person whereby the Servicer is not the surviving entity; or (k) the Servicer shall have defaulted on any payment required to be made by it under any material credit agreement or other loan agreement pursuant to which it has borrowed money.

Event of Servicing Termination. Any of the following acts or occurrences shall constitute an “"Event of Servicing Termination” " under this Servicing Agreement: (a) any failure by the Servicer to make any required payment, transfer or deposit to the Indenture Trustee under any Transaction Document on the date such payment, transfer or deposit is required to be made; (b) any failure by the Servicer to provide any notices to the Indenture Trustee and the Insurer pursuant to this Servicing Agreement relating to the transfer or calculation of funds; (c) failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Servicing Agreement or in any other Transaction DocumentAgreement; or the Servicer shall assign its duties hereunder (except as expressly permitted herein); (d) any representation, warranty or certification made by the Servicer or any successor thereto in this Servicing Agreement or in any other Transaction DocumentAgreement, or in any certificate delivered pursuant to this Servicing Agreement or any other Transaction Document (other than any representation or warranty relating to a Contract that has been purchased by the Servicer), shall prove to have been incorrect when made, which has a material adverse effect on the Noteholders or the Insurer; (e) the Servicer or Back-up Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or Back-up Servicer, respectively, or of or relating to all or substantially all of their respective properties; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer or Back-up Servicer or Successor Servicer or Successor Back-up Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer or Back-up Servicer or any successor to either shall admit in writing its inability to pay its debts generally as they become due, file or have filed against it a petition or commence an action to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (f) the Servicer or the Back-up Servicer or any successor to either shall cease fail to be an Eligible Servicer as determined by the Insurer; (g) the Servicer makes any material changes to its Collection Policy with respect to the Contracts without the consent of the Insurer, which consent shall not be unreasonably withheld;; or (h) an Event of Default under (as defined in the Indenture with respect to the Servicer Indenture) occurs which has not been waived by the Insurer; (i) the average Extended Contract Rate with respect to any 3 consecutive Collection Periods exceeds 1.75%; (j) the merger or consolidation (including a conveyance transaction) Insurer or, if an Insurer Default has occurred and is continuing, Noteholders evidencing not less than 51% of the Servicer with or into any Person whereby the Servicer is not the surviving entity; or (k) the Servicer shall have defaulted on any payment required to be made by it under any material credit agreement or other loan agreement pursuant to which it has borrowed moneyNote Balance.

Event of Servicing Termination. Any The Master Servicer may terminate all of the rights and obligation of the servicer under this Agreement if any one or more of the following acts or occurrences shall constitute an events (“Event of Servicing Termination” ”) shall occur and be continuing; (i) The Servicer shall fail to perform or observe any term, covenant or agreement under this Servicing Agreement: Agreement (aother than as referred to in clauses (ii) any or (iii) next following) and such failure shall remain unremedied for 30 days after actual knowledge thereof by the Servicer or written notice thereof is received by the Servicer, (ii) the Servicer shall fail to make when due any required payment, transfer payment or deposit to be made by it under this Agreement and such failure shall remain unremedied for five Business Days after actual knowledge thereof by the Indenture Trustee under any Transaction Document on Servicer or written notice thereof is received by the date Servicer or (iii) the Servicer shall fail to deliver the Monthly Servicing Report pursuant to this Agreement and such payment, transfer failure shall remain unremedied for five days after actual knowledge thereof by the Servicer or deposit written notice thereof is required to be made;received by the Servicer; or (b) any failure by the Servicer to provide any notices to the Indenture Trustee and the Insurer pursuant to this Servicing Agreement relating to the transfer Any representation or calculation of funds; (c) failure on the part of the Servicer to duly observe warranty made or perform in any material respect any other covenants or agreements of the Servicer set forth in this Servicing Agreement or in any other Transaction Document; or the Servicer shall assign its duties hereunder (except as expressly permitted herein); (d) any representation, warranty or certification deemed made by the Servicer (or any successor thereto of its officers) under or in connection with this Servicing Agreement or in any other Transaction Document, written information or in any certificate report delivered by the Servicer pursuant to this Servicing Agreement or any other Transaction Document (other than any representation or warranty relating to a Contract that has been purchased by the Servicer), shall prove to have been incorrect or untrue in any material respect when made, which has a material adverse effect on the Noteholders made or the Insurer; (e) deemed made or delivered and such failure shall remain unremedied for 30 days after actual knowledge thereof by the Servicer or Back-up Servicer shall consent to written notice thereof is received by the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer; or (c) The Servicer or Back-up Servicer, respectivelyWorld Omni Financial Corp. shall generally not pay its debts as such debts become due, or of or relating to all or substantially all of their respective properties; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer or Back-up Servicer or Successor Servicer or Successor Back-up Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the Servicer or Back-up Servicer or any successor to either shall admit in writing its inability to pay its debts generally as they become duegenerally, file or shall have filed against it made a petition or commence an action to take advantage of any applicable insolvency or reorganization statute, make any general assignment for the benefit of its creditors creditors; or voluntarily suspend payment of its obligations; (f) any proceeding shall be instituted by or against the Servicer or World Omni Financial Corp. seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief; or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the Back-up entry of an order for relief or the appointment of a received, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Servicer or World Omni Financial Corp. shall take any successor corporate action to either shall cease to be an Eligible Servicer as determined by authorize any of the Insurer;actions set forth above in this Section 6.01(c); or (gd) the Servicer makes any material changes to its Collection Policy A Change of Control shall occur with respect to the Contracts without Servicer. On and after receipt by the consent Servicer of written notice from the Insurer, which consent shall not be unreasonably withheld; (h) Master Servicer during the continuance of an Event of Default under the Indenture with respect to the Servicer occurs which has not been waived by the Insurer; (i) the average Extended Contract Rate with respect to any 3 consecutive Collection Periods exceeds 1.75%; (j) the merger or consolidation (including a conveyance transaction) Servicing Termination, all authority and power of the Servicer with under this Agreement will pass to and be vested in the Master Servicer or into any Person whereby Master Servicer’s designee; provided that the Servicer will remain obligated to perform its obligations hereunder until a successor Servicer has accepted appointment as Servicer hereunder. The Master Servicer is not authorized to take any action appropriate to transfer the surviving entity; or (k) the Servicer shall have defaulted on any payment required Servicer’s servicing duties hereunder to be made by it under any material credit agreement or other loan agreement pursuant to which it has borrowed moneya successor servicer.