Common use of Events of Servicing Termination Clause in Contracts

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 or the Indenture Trustee the Servicer's Certificate for any Collection Period, which shall continue beyond the earlier of three (3) Business Days from the date such Servicer's Certificate was due to be delivered and the related Payment Date, or any failure by the Servicer to make any required payment or deposit under this Agreement, which shall continue unremedied for a period of five (5) Business Days following the due date therefor (or, in the case of a payment or deposit to be made no later than a Payment Date, the failure to make such payment or deposit by such Payment Date); or (ii) Any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenant or agreement set forth in the Notes, the Certificates, or in this Agreement, which failure shall materially and adversely affect the rights of Noteholders or Certificateholders and continue unremedied for a period of thirty (30) 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 Owner Trustee or the Indenture Trustee or to the Owner Trustee, the Indenture Trustee, the Seller and the Servicer by the Holders of Notes or Certificates, as applicable, evidencing not less than 25% of the principal balance of the then Outstanding Notes, in the aggregate, or 25% of the Certificate Balance; or (iii) The entry of a decree or order by a court or agency or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver, liquidator or trustee for the Seller or the Servicer in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings, or for the winding up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of sixty (60) consecutive days; or (iv) The consent by the Seller or the Servicer to the appointment of a conservator, receiver, liquidator or trustee in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Seller or the Servicer or relating to substantially all of its property, the admission in writing by the Servicer of its inability to pay its debts generally as they become due, the filing by the Seller or the Servicer of a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, the making by the Seller or the Servicer of an assignment for the benefit of its creditors or the voluntary suspension by the Seller or the Servicer of payment of its obligations; or (v) The failure by the Servicer to be an Eligible Servicer; then, and in each and every case and for so long as an Event of Servicing Termination shall not have been remedied, either the Indenture Trustee, or the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, voting as a group, or if no Notes are Outstanding, the Owner Trustee pursuant to the Trust Agreement by notice then given in writing to the Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders), 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, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates, or the Trust Property or otherwise, shall pass to and be vested in the Indenture Trustee or a successor Servicer appointed under Section 8.2; and, without limitation, the Indenture Trustee and the Owner Trustee shall be authorized and empowered to execute and deliver, on behalf of the 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 Receivable Files, the certificates of title to the Financed Vehicles, or otherwise. The Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such successor Servicer in effecting the termination of its responsibilities and rights as Servicer under this Agreement, including the transfer to the Indenture Trustee or such successor Servicer for administration of all cash amounts that are at the time held by the Servicer for deposit or thereafter shall be received with respect to a Receivable, all Receivable Files and all information or documents that the Indenture Trustee or such successor Servicer may require. In addition, the Servicer shall transfer its electronic records relating to the Receivables to the successor Servicer in such electronic form as the successor Servicer may reasonably request. All reasonable costs and expenses incurred by the successor Servicer, including allowable compensation of employees and overhead costs, in connection with the transfer of servicing shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such costs and expenses. (b) If any of the foregoing Events of Servicing Termination occur, the Indenture Trustee and the Owner Trustee shall have no obligation to notify Noteholders, Certificateholders or any other Person of such occurrence prior to the continuance of such event through the end of any cure period specified in Section 8.1(a). SECTION 8.2

Events of Servicing Termination. (a) The occurrence of If any one of the following events shall constitute an event of servicing termination hereunder (each, an "Event Events of Servicing Termination"): ) shall occur and be continuing: (i) Any failure by the Servicer to deliver to the Owner Trustee or the Indenture Trustee the Servicer's Certificate for any Collection Period, which shall continue beyond the earlier of three (3) Business Days from the date such Servicer's Certificate was due to be delivered and the related Payment Date, or any failure by the Master Servicer to make deposit in the Collection Account any deposit required payment or deposit to be made under this Agreement, which shall continue Agreement that continues unremedied either beyond the relevant Payment Date or for a period of five (5) Business Days following the due date therefor (or, in if the case Master Servicer is permitted to remit collections on a monthly basis pursuant to Section 3.02(b), three Business Days) after the date when notice of a payment or deposit to be made no later than a Payment Date, the failure has been given to make such payment the Master Servicer by the Indenture Trustee or deposit to the Master Servicer and the Indenture Trustee by such Payment Date)the Credit Enhancer or Holders of Notes representing not less than 25% of the Outstanding Amount; or (ii) Any failure on by the part of the Master Servicer duly to observe or to perform in any material respect any other covenant covenants or agreement set forth agreements of the Master Servicer in the Notes, the Certificates, Notes or in this Agreement, which failure shall Agreement that materially and adversely affect affects the rights interests of the Noteholders or Certificateholders the Credit Enhancer and continue continues unremedied for a period of thirty (30) 60 days after the date on which written notice of such the failure, requiring the same it to be remedied, shall have and stating that the notice is a "Notice of Default" under this Agreement, has been given to the Master Servicer by the Owner Trustee or the Indenture Trustee or to the Owner Trustee, Master Servicer and the Indenture Trustee, Trustee by the Seller and the Servicer by Credit Enhancer or the Holders of Notes or Certificates, as applicable, evidencing representing not less than 25% of the principal balance of the then Outstanding Notes, in the aggregate, or 25% of the Certificate BalanceAmount; or (iii) The entry of a decree or order by a court or agency or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver, liquidator or trustee for the Seller or the Servicer in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings, or for the winding up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of sixty (60) consecutive days; or (iv) The consent by the Seller or the Servicer an Insolvency Event occurs with respect to the appointment of a conservator, receiver, liquidator or trustee in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Seller or the Servicer or relating to substantially all of its property, the admission in writing by the Servicer of its inability to pay its debts generally as they become due, the filing by the Seller or the Servicer of a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, the making by the Seller or the Servicer of an assignment for the benefit of its creditors or the voluntary suspension by the Seller or the Servicer of payment of its obligations; or (v) The failure by the Servicer to be an Eligible Master Servicer; then, and in each and every case and for so long as an until the Event of Servicing Termination shall not have has been remediedremedied by the Master Servicer, either the Indenture Trustee, the Credit Enhancer, or the Holders of Notes evidencing representing not less than a majority 51% of the Outstanding Amount with the consent of the Notes, voting as a group, or if no Notes are Outstanding, the Owner Trustee pursuant to the Trust Agreement Credit Enhancer by notice then given in writing to the Master Servicer (with a copy and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), Credit Enhancer or the Holders of Notes) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. On or after This notice to the Master Servicer shall also be given to each Rating Agency, and the Credit Enhancer. From the receipt by the Master Servicer of such written the notice, all authority the rights and power obligations of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates, Notes or the Trust Property Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee or a successor Servicer appointed under Section 8.2pursuant to this Section; and, without limitation, and the Indenture Trustee and the Owner Trustee shall be is authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsdocuments, and to do or accomplish all other acts or things necessary or anything else appropriate to effect the purposes of such the notice of termination, whether to complete the transfer and endorsement of the Receivable Files, the certificates of title to the Financed Vehicleseach Mortgage Loan and related documents, or otherwise. The Master Servicer shall agrees to cooperate with the Indenture Trustee, the Owner Trustee and such successor Servicer in effecting the termination of its responsibilities the rights and rights as obligations of the Master Servicer under this Agreement, including the transfer to the Indenture Trustee or such successor Servicer for the administration by it of all cash amounts that are at the time held by the Master Servicer for deposit and are to be deposited by it in the Collection Account, or thereafter shall be that have been deposited by the Master Servicer in the Collection Account or are subsequently received by the Master Servicer with respect to a Receivable, all Receivable Files and all information or documents that the Indenture Trustee or such successor Servicer may require. In addition, the Servicer shall transfer its electronic records relating to the Receivables to the successor Servicer in such electronic form as the successor Servicer may reasonably requestMortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred by the successor Servicer, including allowable compensation of employees and overhead costs, in connection with transferring the transfer of servicing Mortgage Files to the successor Master Servicer and amending this Agreement to reflect the succession as Master Servicer pursuant to this Section shall be paid by the outgoing predecessor Master Servicer (or by the initial Servicer if the outgoing predecessor Master Servicer is the Indenture Trustee acting Trustee, the initial Master Servicer) on an interim basis) upon presentation of reasonable documentation of such the costs and expenses. (bNotwithstanding the foregoing, a delay in or failure of performance under Section 6.01(i) If for a period of five or more Business Days or under Section 6.01(ii) for a period of 60 or more days, shall not constitute an Event of Servicing Termination if the delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and the delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods, or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor, the Transferor, the Credit Enhancer, and the Noteholders with an Officers' Certificate giving prompt notice of its failure or delay, together with a description of its efforts to perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee of any of the foregoing Events of Servicing Termination occurTermination. In connection with the termination of the Master Servicer if any mortgage is registered on the MERS(R) System, then, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of mortgage in recordable form to transfer all the mortgages registered on the MERS(R) System from MERS to the Indenture Trustee and the Owner Trustee shall have no obligation to notify Noteholders, Certificateholders or execute and deliver any other Person notices and documents appropriate to effect a transfer of such occurrence prior those mortgages or the servicing of the Mortgage Loan on the MERS(R) System to the continuance successor Master Servicer. The predecessor Master Servicer shall file the assignment in the appropriate recording office. The successor Master Servicer shall deliver the assignment to the Indenture Trustee promptly upon receipt of such event through the end original with evidence of any cure period specified recording on it or a copy certified by the public recording office in Section 8.1(a). SECTION 8.2which the assignment was recorded.