Events of Servicing Termination. (a) The occurrence of any one of the following events shall constitute an event of servicing termination hereunder (each, an “Event of Servicing Termination”):
(i) any failure by the Servicer to deliver to the Owner Trustee, the Indenture Trustee, the Depositor, the Seller, each Paying Agent or the Rating Agencies the Servicer’s Certificate for any Collection Period, which failure shall continue unremedied beyond three (3) Business Days following the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Depositor, the Owner Trustee or the Indenture Trustee or to the Depositor, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, or any failure by the Servicer to make any required payment or deposit under this Agreement, which failure shall continue unremedied beyond five (5) Business Days following the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Depositor, the Owner Trustee or the Indenture Trustee or to the Depositor, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class; or
(ii) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement in this Agreement, which failure shall materially and adversely affect the rights of the Depositor or the Noteholders and shall continue unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Depositor, the Owner Trustee or the Indenture Trustee or to the Depositor, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class; or
(iii) any representation or warranty of the Servicer made in this Agreement or in any certificate delivered pursuant hereto or in connection herewith, other than any representation and warranty relating to a Receivable that has been purchased by the Servicer, proving to have been incorrect in any material respect as of the time when the same shall have been made, and the circumstance or condition in respect of which such representation or war...
Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing:
(i) Any failure by the Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of one Business Day after the date upon which written notice of such failure shall have been given to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 25% of the Principal Balance of the Notes instruct otherwise; or
(ii) Failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in the Notes or in this Agreement, which failure continues unremedied for a period of 15 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Insurer or the Holders of Notes evidencing more than 25% of the Principal Balance of the Notes; or
(iii) The entry against the Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a Indenture Trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or
(iv) The consent by the Servicer to the appointment of a Indenture Trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations;
(v) the occurrence of an Event of Servicer Termination under the Insurance Agreement; then, and in each and every such case, so long as an Event of Servicing...
Events of Servicing Termination. 38 Section 6.02. Indenture Trustee to Act; Appointment of Successor..............................40 Section 6.03. Notification to Noteholders and the Transferor..................................41
Events of Servicing Termination. If any of the following events (each, an "Event of Servicing Termination") shall occur and be continuing:
(a) Any failure by the Servicer to make any payment or deposit required to be made by it hereunder and the continuance of such failure for a period of one Business Day after the date upon which written notice of such failure shall have been given to the Servicer by the [Master Administrator] or the Trustee; or
(b) Failure on the part of the Servicer to observe or perform any term, covenant or agreement in this Agreement which materially adversely affects the rights of the Certificateholders and which continues unremedied for 30 Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the [Master Administrator] or Trustee; or
(c) Any proceeding shall be instituted against the Servicer (or, if the Servicer is actively contesting the merits thereof, such proceeding is not dismissed within 90 days) seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or any of its Debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, 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
(d) The commencement by the Servicer of a voluntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Servicer in an involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or state law, or the consent by it to the filing of such petition or to the appointment of or takin...
Events of Servicing Termination. 38 Section 6.02. Indenture Trustee to Act; Appointment of Successor..
Events of Servicing Termination. 62 SECTION 9.2. Appointment of Successor.......................................................................64 SECTION 9.3. Payment of Servicing Fee; Repayment of Advances................................................64 SECTION 9.4. Notification to Certificateholders.............................................................64 SECTION 9.5. Waiver of Past Events of Servicing Termination.................................................65 ARTICLE X The Trustee
Events of Servicing Termination. (a) The Indenture Trustee or the Note Insurer (or the Owners with the consent of the Note Insurer) may remove the Servicer (including any successor entity serving as the Servicer) upon the occurrence of any of the following events:
(i) The Servicer shall fail to deliver to the Indenture Trustee any proceeds or required payment, which failure continues unremedied for five Business Days following written notice to an Authorized Officer of the Servicer from the Indenture Trustee or from any Owner;
(ii) The Servicer shall (I) apply for or consent to the appointment of a receiver, Indenture Trustee, liquidator or custodian or similar entity with respect to itself or its property, (II) admit in writing its inability to pay its debts generally as they become due, (III) make a general assignment for the benefit of creditors, (IV) be adjudicated a bankrupt or insolvent, (V) commence a voluntary case under the federal bankruptcy laws of the United States of America or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization or insolvency proceeding or (VI) take corporate action for the purpose of effecting any of the foregoing;
(iii) If without the application, approval or consent of the Servicer, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Servicer an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a Indenture Trustee, receiver, liquidator, custodian or similar entity with respect to the Servicer or of all or any substantial part of its assets, or other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Servicer in good faith, the same shall (A) result in the entry of an order for relief or any such adjudication or appointment or (B) continue undismissed or pending and unstayed for any period of seventy-five (75) consecutive days;
(iv) The Servicer shall fail to perform any one or more of its obligations hereunder (other than the obligations set out in (i) above) and shall continue in default ...
Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing:
(a) any failure by the Servicer to deliver to the Trustee for deposit in any of the Accounts or the Reserve Fund any required payment or to direct the Trustee or the Collateral Agent, as applicable, to make any required distributions therefrom that shall continue unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Trustee or the Collateral Agent, as applicable, or after discovery of such failure by an Authorized Officer of the Servicer; or
(b) any failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement, which failure shall (i) materially and adversely affect the rights of either the Class A Certificateholders or the Class B Certificateholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Trustee or (B) to the Servicer and to the Trustee by Holders of Certificates evidencing not less than 25% of the aggregate outstanding principal balance of the Class A Certificates and Class B Certificates taken together as a single class (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and the Servicer delivers an Officer's Certificate to the Trustee to such effect and to the effect that the Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default); or
(c) an Insolvency Event occurs with respect to the Servicer or any successor; then, and in each and every case, so long as the Event of Servicing Termination shall not have been remedied within any applicable cure period, either the Trustee, or the Holders of Certificates evidencing not less than a majority of the aggregate outstanding principal balance of the Class A Certificates and the Class B Certificates taken together as a single class, by notice then given in writing to the Servicer and the Trustee may terminate all the rights and obligations (other than the obligations set forth in Section 8.2) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power ...
Events of Servicing Termination. 78 SECTION 8.2 Indenture Trustee to Act; Appointment of Successor Servicer....79 SECTION 8.3 Effect of Servicing Transfer...................................80 SECTION 8.4 Notification to Noteholders and Certificateholders.............81 SECTION 8.5 Waiver of Past Events of Servicing Termination.................81 ARTICLE IX
Events of Servicing Termination. Events of Servicing Termination.............................53 Section 12.2 Trustee to Act; Appointment of Successor....................55 Section 12.3
