Common use of Removal of Designated Servicing Agreements Clause in Contracts

Removal of Designated Servicing Agreements. (A) With the prior written consent of the Administrative Agent, the Receivables Seller or the Servicer may remove any Servicing Agreement as a Designated Servicing Agreement under Section 2(d) of the Receivables Sale Agreement, whereupon such agreement shall no longer constitute a “Designated Servicing Agreement” for purposes of this Indenture (except that, unless the Issuer conducts a Permitted Refinancing, Receivables related to Advances made by the Servicer pursuant to that agreement prior to its removal shall continue to be part of the Trust Estate, in which case the Receivables Seller may not assign to another Person any Receivables arising under that Servicing Agreement until all Receivables that arose under that Servicing Agreement that are included in the Trust Estate shall have been paid in full or sold in a Permitted Refinancing). Prior to removing any Designated Servicing Agreement as provided in this Section 2.1(c), the Issuer must (1) receive prior written approval from the Administrative Agent, which may be given or withheld in its sole discretion and (2) send prior written notice to each Note Rating Agency for Outstanding Notes. (B) The Issuer shall promptly notify the Indenture Trustee, and the Indenture Trustee shall notify the Note Rating Agencies for Outstanding Notes and Noteholders, of any such removal. If any Servicing Agreements are removed as Designated Servicing Agreements, the Administrator shall update the Designated Servicing Agreement Schedule and furnish it to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Designated Servicing Agreement Schedule. (C) If one or more Designated Servicing Agreements are removed as described in this Section 2.1(c) during any Facility Year, the Administrative Agent shall have the right to require the Servicer to obtain written affirmation from S&P of its continued rating of the Notes, at the Servicer’s expense, once in respect of each Facility Year in which such a removal shall have occurred and the Servicer shall obtain S&P’s written affirmation of ratings if so requested in writing by the Administrative Agent, at the Servicer’s sole cost and expense.

Removal of Designated Servicing Agreements. (A) With the prior written consent of the Administrative Agent, the Receivables Seller or the Servicer Advance Purchaser may remove any Servicing Agreement as a Designated Servicing Agreement under Section 2(d2(e) of the Receivables Sale Agreement and/or change any Advance Types of Receivables that are designated as eligible or ineligible pursuant to such Servicing Agreement, whereupon such agreement shall no longer constitute a “Designated Servicing Agreement” or the Advance Types of Receivables shall no longer be designated as eligible or no longer be designated as ineligible (as the case may be, with respect to changes in categorization of certain Advance Types from the date on which they were originally designated with approval of the Administrative Agent) pursuant to such Servicing Agreement for purposes of this Indenture (except that, unless the Issuer conducts a Permitted Refinancing, Receivables related to Advances made by or Deferred Servicing Fees accrued by the Servicer pursuant to that agreement prior to its removal shall continue to be part of the Trust Estate, in which case the Receivables Seller Advance Purchaser may not assign to another Person any Receivables arising under that Servicing Agreement until all Receivables that arose under that Servicing Agreement that are included in the Trust Estate shall have been paid in full or sold or otherwise transferred in a Permitted Refinancing). Prior to removing any Designated Servicing Agreement or designating such Advance Types of Receivables as no longer eligible or no longer ineligible pursuant to such Servicing Agreement as provided in this Section 2.1(c), the Issuer must (1) receive prior written approval from the Administrative Agent, which may be given or withheld in its sole and absolute discretion and (2) send prior written notice of such removal to each Note Rating Agency for Outstanding NotesAgency. (B) The Issuer shall promptly notify the Indenture Trustee, and the Indenture Trustee shall notify the Note Rating Agencies for Outstanding Notes and Noteholders, of any such removal. If any Servicing Agreements are removed as Designated Servicing AgreementsAgreements or any Advance Types of Receivables with respect to a Designated Servicing Agreement are no longer designated as eligible or no longer designated as ineligible as the case may be, with respect to changes in categorization of certain Advance Types from the date on which they were originally designated with approval of the Administrative Agent, the Administrator shall update the Designated Servicing Agreement Schedule Schedule, which shall specifically designate the Advance type of Receivables that are eligible and furnish it to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Designated Servicing Agreement Schedule. (C) . If one or more Designated Servicing Agreements are is removed as described in this Section 2.1(c) during any Facility Year, the Administrative Agent shall have the right to require the Servicer to obtain written affirmation from S&P each applicable Note Rating Agency of its continued rating of the Notes, as applicable, at the Servicer’s expense, once in respect of each Facility Year in which such a removal shall have occurred and the Servicer shall obtain S&Psuch Note Rating Agency’s written affirmation of ratings if so requested in writing by the Administrative Agent, at the Servicer’s sole cost and expense.

Removal of Designated Servicing Agreements. (A) With the prior written consent of the Administrative Agent, the Receivables Seller or the Servicer Advance Purchaser may remove any Servicing Agreement as a Designated Servicing Agreement under Section 2(d2(e) of the Receivables Sale Agreement and/or change any Advance Types of Receivables that are designated as eligible or ineligible pursuant to such Servicing Agreement, whereupon such agreement shall no longer constitute a “Designated Servicing Agreement” or the Advance Types of Receivables shall no longer be designated as eligible or no longer be designated as ineligible (as the case may be, with respect to changes in categorization of certain Advance Types from the date on which they were originally designated with approval of the Administrative Agent) pursuant to such Servicing Agreement for purposes of this Indenture (except that, unless the Issuer conducts a Permitted Refinancing, Receivables related to Advances made by or Deferred Servicing Fees accrued by the Servicer pursuant to that agreement prior to its removal shall continue to be part of the Trust Estate, in which case the Receivables Seller Advance Purchaser may not assign to another Person any Receivables arising under that Servicing Agreement until all Receivables that arose under that Servicing Agreement that are included in the Trust Estate shall have been paid in full or sold or otherwise transferred in a Permitted Refinancing). Prior to removing any Designated Servicing Agreement or designating such Advance Types of Receivables as no longer eligible or no longer ineligible pursuant to such Servicing Agreement as provided in this Section 2.1(c), the Issuer must (1) receive prior written approval from the Administrative Agent, which may be given or withheld in its sole and absolute discretion and (2) send prior written notice of such removal to each Note Rating Agency for Outstanding NotesAgency. (B) The Issuer shall promptly notify the Indenture Trustee, and the Indenture Trustee shall notify the Note Rating Agencies for Outstanding Notes and Noteholders, of any such removal. If any Servicing Agreements are removed as Designated Servicing AgreementsAgreements or any Advance Types of Receivables with respect to a Designated Servicing Agreement are no longer designated as eligible or no longer designated as ineligible as the case may be, with respect to changes in categorization of certain Advance Types from the date on which they were originally designated with the approval of the Administrative Agent, the Administrator shall update the Designated Servicing Agreement Schedule Schedule, which shall specifically designate the Advance type of Receivables that are eligible and furnish it to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Designated Servicing Agreement Schedule. (C) . If one or more Designated Servicing Agreements are is removed as described in this Section 2.1(c) during any Facility Year, the Administrative Agent shall have the right to require the Servicer to obtain written affirmation from S&P each applicable Note Rating Agency of its continued rating of the Notes, as applicable, at the Servicer’s expense, once in respect of each Facility Year in which such a removal shall have occurred and the Servicer shall obtain S&Psuch Note Rating Agency’s written affirmation of ratings if so requested in writing by the Administrative Agent, at the Servicer’s sole cost and expense.

Removal of Designated Servicing Agreements. (A) With the prior written consent of the Administrative Agent, the Receivables Seller or the Servicer HLSS may remove any Servicing Agreement as a Designated Servicing Agreement under Section 2(d2(e) of the Receivables Sale Agreement, pursuant to a Permitted Refinancing (with the consent of the Administrative Agent) and/or change any Advance Types of Receivables that are designated as eligible or ineligible pursuant to such Servicing Agreement, whereupon such agreement shall no longer constitute a “Designated Servicing Agreement” or the Advance Types of Receivables shall no longer be designated as eligible or no longer be designated as ineligible (as the case may be, with respect to changes in categorization of certain Advance Types from the date on which they were originally designated with approval of the Administrative Agent) pursuant to such Servicing Agreement for purposes of this Indenture (except that, unless the Issuer conducts a Permitted Refinancing, Receivables related to Advances made by or Deferred Servicing Fees accrued by the Servicer pursuant to that agreement prior to its removal shall continue to be part of the Trust Estate, in which case the Receivables Seller HLSS may not assign to another Person any Receivables arising under that Servicing Agreement until all Receivables that arose under that Servicing Agreement that are included in the Trust Estate shall have been paid in full or sold or otherwise transferred in a Permitted Refinancing). Prior to removing any Designated Servicing Agreement or designating such Advance Types of Receivables as no longer eligible or no longer ineligible pursuant to such Servicing Agreement as provided in this Section 2.1(c), the Issuer must (1) receive prior written approval from the Administrative Agent, which may be given or withheld in its sole and absolute discretion and (2) send prior written notice of such removal to each Note Rating Agency Agency. Notwithstanding the foregoing, the Issuer may sell the unreimbursed Receivables with respect to a removed Servicing Agreement to the Servicer for Outstanding Notesa cash purchase price equal to 100% of the Receivable Balance thereof upon payment of which such Receivables shall no longer be part of the Trust Estate; provided, however, that in no event shall the Issuer sell Receivables to the Servicer, on any date, to the extent that, after such sale, the cumulative amount of Receivables sold to the Servicer pursuant to this sentence would exceed 10% of the aggregate Receivable Balance of the Receivables that have been conveyed to the Issuer from the Cut-off Date through and including the date of sale. Following any such sale, the related Servicing Agreement shall cease to be a “Designated Servicing Agreement” for purposes hereof and the other Transaction Documents. (B) The Issuer shall promptly notify the Indenture Trustee, and the Indenture Trustee shall notify the Note Rating Agencies for Outstanding Notes and Noteholders, of any such removal. If any Servicing Agreements are removed as Designated Servicing AgreementsAgreements or any Advance Types of Receivables with respect to a Designated Servicing Agreement are no longer designated as eligible or no longer designated as ineligible, as the case may be, with respect to changes in categorization of certain Advance Types from the date on which they were originally designated with the approval of the Administrative Agent, the Administrator shall update the Designated Servicing Agreement Schedule Schedule, which shall specifically designate the Advance Type of Receivables that are eligible and furnish it to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Designated Servicing Agreement Schedule. (C) If one or more Designated Servicing Agreements are removed as described in this Section 2.1(c) during any Facility Year, the Administrative Agent shall have the right to require the Servicer to obtain written affirmation from S&P of its continued rating of the Notes, at the Servicer’s expense, once in respect of each Facility Year in which such a removal shall have occurred and the Servicer shall obtain S&P’s written affirmation of ratings if so requested in writing by the Administrative Agent, at the Servicer’s sole cost and expense.

Removal of Designated Servicing Agreements. (Ai) With the prior written consent of the Administrative Agent, the Receivables Seller or the Servicer may remove any Servicing Agreement as a Designated Servicing Agreement under Section 2(d2(c) of the Receivables Sale Agreement, whereupon such agreement shall no longer constitute a “Designated Servicing Agreement” for purposes of this Indenture (except that, unless the Issuer conducts a Permitted Refinancing, Receivables related to Advances made by the Servicer pursuant to that agreement prior to its removal shall continue to be part of the Trust Estate, in which case the Receivables Seller may not assign to another Person any Receivables arising under that Servicing Agreement until all Receivables that arose under that Servicing Agreement that are included in the Trust Estate shall have been paid in full or sold in a Permitted Refinancing). Prior to removing any Designated Servicing Agreement as provided in this Section 2.1(c), the Issuer must (1A) receive prior written approval from the Administrative Agent, which may be given or withheld in its sole and absolute discretion and (2B) send prior written notice to each Note Rating Agency for Outstanding Notes.S&P. (Bii) The Issuer shall promptly notify the Indenture Trustee, and the Indenture Trustee shall notify the Note Rating Agencies for Outstanding Notes Agency and Noteholders, of any such removal. If any Servicing Agreements are removed as Designated Servicing Agreements, the Administrator shall update the Designated Servicing Agreement Schedule and furnish it to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Designated Servicing Agreement Schedule. (Ciii) If one or more Designated Servicing Agreements are removed as described in this Section 2.1(c) during any Facility Year, the Administrative Agent shall have the right to require the Servicer to obtain written affirmation from S&P of its continued rating of the Notes, at the Servicer’s expense, once in respect of each Facility Year in which such a removal shall have occurred and the Servicer shall obtain S&P’s written affirmation of ratings if so requested in writing by the Administrative Agent, at the Servicer’s sole cost and expense.

Removal of Designated Servicing Agreements. (Ai) With the prior written consent of the Administrative Agent, the Receivables Seller or the Servicer may remove any Servicing Agreement as a Designated Servicing Agreement under Section 2(d) of the Receivables Sale Agreement, whereupon such agreement shall no longer constitute a “Designated Servicing Agreement” for purposes of this Indenture (except that, unless the Issuer conducts a Permitted Refinancing, Receivables related to Advances made by the Servicer pursuant to that agreement prior to its removal shall continue to be part of the Trust Estate, in which case the Receivables Seller may not assign to another Person any Receivables arising under that Servicing Agreement until all Receivables that arose under that Servicing Agreement that are included in the Trust Estate shall have been paid in full or sold in a Permitted Refinancing). Prior to removing any Designated Servicing Agreement as provided in this Section 2.1(c), the Issuer must (1A) receive prior written approval from the Administrative Agent, which may be given or withheld in its sole and absolute discretion and (2B) send prior written notice to each Note Rating Agency for Outstanding Notes.S&P. (Bii) The Issuer shall promptly notify the Indenture Trustee, and the Indenture Trustee shall notify the Note Rating Agencies for Outstanding Notes Agency and Noteholders, of any such removal. If any Servicing Agreements are removed as Designated Servicing Agreements, the Administrator shall update the Designated Servicing Agreement Schedule and furnish it to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Designated Servicing Agreement Schedule. (Ciii) If one or more Designated Servicing Agreements are removed as described in this Section 2.1(c) during any Facility Year, the Administrative Agent shall have the right to require the Servicer to obtain written affirmation from S&P of its continued rating of the Notes, at the Servicer’s expense, once in respect of each Facility Year in which such a removal shall have occurred and the Servicer shall obtain S&P’s written affirmation of ratings if so requested in writing by the Administrative Agent, at the Servicer’s sole cost and expense.

Removal of Designated Servicing Agreements. (A) With the prior written consent of the Administrative Agent, the Receivables Seller or the Servicer may remove any Servicing Agreement as a Designated Servicing Agreement under Section 2(d) of the Receivables Sale Agreement, whereupon such agreement shall no longer constitute a “Designated Servicing Agreement” for purposes of this Indenture (except that, unless the Issuer conducts a Permitted Refinancing, Receivables related to Advances made by the Servicer pursuant to that agreement prior to its removal shall continue to be part of the Trust Estate, in which case the Receivables Seller may not assign to another Person any Receivables arising under that Servicing Agreement until all Receivables that arose under that Servicing Agreement that are included in the Trust Estate shall have been paid in full or sold in a Permitted Refinancing). Prior to removing any Designated Servicing Agreement as provided in this Section 2.1(c), the Issuer must (1) receive prior written approval from the Administrative Agent, which may be given or withheld in its sole discretion and (2) send prior written notice to each Note Rating Agency for Outstanding Notes. Notwithstanding the foregoing, the Issuer may sell the unreimbursed Receivables with respect to a removed Servicing Agreement to the Servicer for a cash purchase price equal to 100% of the Receivable Balance thereof upon payment of which such Receivables shall no longer be part of the Trust Estate; provided, however, that in no event shall the Issuer sell Receivables to the Servicer, on any date, to the extent that, after such sale, the cumulative amount of Receivables sold to the Servicer pursuant to this sentence would exceed 10% of the aggregate Receivable Balance of the Receivables that have been conveyed to the Issuer from the Cut-off Date through and including the date of sale. (B) The Issuer shall promptly notify the Indenture Trustee, and the Indenture Trustee shall notify the Note Rating Agencies for Outstanding Notes and Noteholders, Noteholders of any such removal. If any Servicing Agreements are removed as Designated Servicing Agreements, the Administrator shall update the Designated Servicing Agreement Schedule and furnish it to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Designated Servicing Agreement Schedule. (C) If one or more Designated Servicing Agreements are removed as described in this Section 2.1(c) during any Facility Year, the Administrative Agent shall have the right to require the Servicer to obtain written affirmation from S&P of its continued rating of the Notes, at the Servicer’s expense, once in respect of each Facility Year in which such a removal shall have occurred and the Servicer shall obtain S&P’s written affirmation of ratings if so requested in writing by the Administrative Agent, at the Servicer’s sole cost and expense.

Removal of Designated Servicing Agreements. (A) With the prior written consent of the Administrative Agent, the Receivables Seller or the Servicer Advance Purchaser may remove any Servicing Agreement as a Designated Servicing Agreement under Section 2(d) of the Receivables Sale Agreement and/or change any Advance Types of Receivables that are designated as eligible or ineligible pursuant to such Servicing Agreement, whereupon such agreement shall no longer constitute a “Designated Servicing Agreement” or the Advance Types of Receivables shall no longer be designated as eligible or no longer be designated as ineligible (as the case may be, with respect to changes in categorization of certain Advance Types from the date on which they were originally designated with approval of the Administrative Agent) pursuant to such Servicing Agreement for purposes of this Indenture (except that, unless the Issuer conducts a Permitted Refinancing, Receivables related to Advances made by or Deferred Servicing Fees accrued by the Servicer pursuant to that agreement prior to its removal shall continue to be part of the Trust Estate, in which case the Receivables Seller Advance Purchaser may not assign to another Person any Receivables arising under that Servicing Agreement until all Receivables that arose under that Servicing Agreement that are included in the Trust Estate shall have been paid in full or sold or otherwise transferred in a Permitted Refinancing). Prior to removing any Designated Servicing Agreement or designating such Advance Types of Receivables as no longer eligible or no longer ineligible pursuant to such Servicing Agreement as provided in this Section 2.1(c), the Issuer must (1) receive prior written approval from the Administrative Agent, which may be given or withheld in its sole and absolute discretion and (2) send prior written notice of such removal to each Note Rating Agency for Outstanding NotesAgency. (B) The Issuer shall promptly notify the Indenture Trustee, and the Indenture Trustee shall notify the Note Rating Agencies for Outstanding Notes and Noteholders, of any such removal. If any Servicing Agreements are removed as Designated Servicing AgreementsAgreements or any Advance Types of Receivables with respect to a Designated Servicing Agreement are no longer designated as eligible or no longer designated as ineligible, as the case may be, with respect to changes in categorization of certain Advance Types from the date on which they were originally designated with the approval of the Administrative Agent, the Administrator shall update the Designated Servicing Agreement Schedule Schedule, which shall specifically designate the Advance type of Receivables that are eligible and furnish it to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Designated Servicing Agreement Schedule. (C) If one or more Designated Servicing Agreements are removed as described in this Section 2.1(c) during any Facility Year, the Administrative Agent shall have the right to require the Servicer to obtain written affirmation from S&P of its continued rating of the Notes, at the Servicer’s expense, once in respect of each Facility Year in which such a removal shall have occurred and the Servicer shall obtain S&P’s written affirmation of ratings if so requested in writing by the Administrative Agent, at the Servicer’s sole cost and expense.

Removal of Designated Servicing Agreements. (A) With the prior written consent of the Administrative Agent, the The Receivables Seller or the Servicer may remove any Servicing Agreement Agreements as a Designated Servicing Agreement under Section 2(d2(c) of the Receivables Sale Agreement, whereupon such agreement shall no longer constitute or in the case of a “Designated Servicing Agreement” for purposes of this Indenture Permitted Refinancing, Securitization Trust Asset (except that, unless the Issuer conducts a Permitted Refinancing, Receivables related to Advances made by the Servicer pursuant to that agreement or under that Securitization Trust prior to its removal shall continue to be part of the Trust Estate, in which case the Receivables Seller may not assign to another Person any Receivables arising under that Servicing Agreement until all Receivables that arose under that Servicing Agreement or that Securitization Trust that are included in the Trust Estate shall have been paid in full or sold in a Permitted Refinancing); provided, that no such removal, including any Permitted Refinancing, shall be permitted unless the Collateral Test is satisfied after such removal. Prior to removing any Designated Servicing Agreement as provided in this Section 2.1(c), the Issuer must (1) receive prior written approval from the Administrative Agent, which may be given or withheld in its sole and absolute discretion and (2) send prior written notice of such removal to each Note Rating Agency for Outstanding NotesAgency. (B) The Issuer shall promptly notify the Indenture Trustee, and the Indenture Trustee shall notify the Note Rating Agencies for Outstanding Notes and Noteholders, of any such removal. If any Servicing Agreements are removed as Designated Servicing Agreements, the Administrator shall update the Designated Servicing Agreement Schedule and furnish it to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Designated Servicing Agreement Schedule. (C) If one or more Designated Servicing Agreements are removed as described in this Section 2.1(c) during any Facility Year, the Administrative Agent shall have the right to require the Servicer to obtain written affirmation from S&P of its continued rating of the Notes, at the Servicer’s expense, once in respect of each Facility Year in which such a removal shall have occurred and the Servicer shall obtain S&P’s written affirmation of ratings if so requested in writing by the Administrative Agent, at the Servicer’s sole cost and expense.

Removal of Designated Servicing Agreements. (A) With the prior written consent of the Administrative AgentOn any date, the Receivables Seller or the Servicer Issuer may remove any Servicing Agreement as a Designated Servicing Agreement under Section 2(d) of the Receivables Sale Agreement, whereupon such agreement shall no longer constitute a “Designated Servicing Agreement” for purposes of this Indenture (except that, unless the Issuer conducts a Permitted Refinancing, Receivables related to Advances made by the Servicer pursuant to that agreement prior to its removal shall continue to be part of the Trust Estate, in which case the Receivables Seller may not assign to another Person any Receivables arising under that Servicing Agreement until all Receivables that arose under that Servicing Agreement that are included in the Trust Estate shall have been paid in full or sold in a Permitted Refinancing). Prior to removing any Designated Servicing Agreement as provided in this Section 2.1(c), the Issuer must (1) receive prior written approval from the Administrative Agent, which may be given or withheld in its sole discretion and (2) send prior written notice to each Note Rating Agency for Outstanding NotesNotes then rated. Notwithstanding the foregoing, the Issuer may sell the unreimbursed Receivables with respect to a removed Servicing Agreement to the Servicer for a cash purchase price equal to 100% of the Receivable Balance thereof upon payment of which such Receivables shall no longer be part of the Trust Estate; provided, however, that in no event shall the Issuer sell Receivables to the Servicer, on any date, to the extent that, after such sale, the cumulative amount of Receivables sold to the Servicer pursuant to this sentence would exceed 10% of the aggregate Receivable Balance of the Receivables that have been conveyed to the Issuer from the Cut-off Date through the date of sale. (B) The Issuer shall promptly notify the Indenture Trustee, and the Indenture Trustee shall notify the Note Rating Agencies for Outstanding Notes then rated and Noteholders, Noteholders of any such removal. If any Servicing Agreements are removed as Designated Servicing Agreements, the Administrator shall update the Designated Servicing Agreement Schedule and furnish it to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Designated Servicing Agreement Schedule. (C) If one or more Designated Servicing Agreements are removed as described in this Section 2.1(c) during any Facility Year, the Administrative Agent shall have the right to require the Servicer to obtain written affirmation from S&P of its continued rating of the Notes, at the Servicer’s expense, once in respect of each Facility Year in which such a removal shall have occurred and the Servicer shall obtain S&P’s written affirmation of ratings if so requested in writing by the Administrative Agent, at the Servicer’s sole cost and expense.

Removal of Designated Servicing Agreements. (A) With the prior written consent of the Administrative Agent, the Receivables Seller or the Servicer HLSS may remove any Servicing Agreement as a Designated Servicing Agreement under Section 2(d2(e) of the Receivables Sale Agreement, pursuant to a Permitted Refinancing (with the consent of the Administrative Agent) and/or change any Advance Types of Receivables that are designated as eligible or ineligible pursuant to such Servicing Agreement, whereupon such agreement shall no longer constitute a “Designated Servicing Agreement” or the Advance Types of Receivables shall no longer be designated as eligible or no longer be designated as ineligible (as the case may be, with respect to changes in categorization of certain Advance Types from the date on which they were originally designated with approval of the Administrative Agent) pursuant to such Servicing Agreement for purposes of this Indenture (except that, unless the Issuer conducts a Permitted Refinancing, Receivables related to Advances made by or Deferred Servicing Fees accrued by the applicable Servicer pursuant to that agreement prior to its removal shall continue to be part of the Trust Estate, in which case the Receivables Seller HLSS may not assign to another Person any Receivables arising under that Servicing Agreement until all Receivables that arose under that Servicing Agreement that are included in the Trust Estate shall have been paid in full or sold or otherwise transferred in a Permitted Refinancing). Prior to removing any Designated Servicing Agreement or designating such Advance Types of Receivables as no longer eligible or no longer ineligible pursuant to such Servicing Agreement as provided in this Section 2.1(c), the Issuer must (1) receive prior written approval from the Administrative Agent, which may be given or withheld in its sole and absolute discretion and (2) send prior written notice of such removal to each Note Rating Agency Agency. Notwithstanding the foregoing, the Issuer may sell the unreimbursed Receivables with respect to a removed Servicing Agreement to the applicable Servicer for Outstanding Notesa cash purchase price equal to 100% of the Receivable Balance thereof upon payment of which such Receivables shall no longer be part of the Trust Estate; provided, however, that in no event shall the Issuer sell Receivables to such Servicer, on any date, to the extent that, after such sale, the cumulative amount of Receivables sold to such Servicer pursuant to this sentence would exceed 10% of the aggregate Receivable Balance of the Receivables that have been conveyed to the Issuer from the Cut-off Date through and including the date of sale. Following any such sale, the related Servicing Agreement shall cease to be a “Designated Servicing Agreement” for purposes hereof and the other Transaction Documents. (B) The Issuer shall promptly notify the Indenture Trustee, and the Indenture Trustee shall notify the Note Rating Agencies for Outstanding Notes and Noteholders, of any such removal. If any Servicing Agreements are removed as Designated Servicing AgreementsAgreements or any Advance Types of Receivables with respect to a Designated Servicing Agreement are no longer designated as eligible or no longer designated as ineligible, as the case may be, with respect to changes in categorization of certain Advance Types from the date on which they were originally designated with the approval of the Administrative Agent, the Administrator shall update the Designated Servicing Agreement Schedule Schedule, which shall specifically designate the Advance Type of Receivables that are eligible and furnish it to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Designated Servicing Agreement Schedule. (C) If one or more Designated Servicing Agreements are removed as described in this Section 2.1(c) during any Facility Year, the Administrative Agent shall have the right to require the Servicer to obtain written affirmation from S&P of its continued rating of the Notes, at the Servicer’s expense, once in respect of each Facility Year in which such a removal shall have occurred and the Servicer shall obtain S&P’s written affirmation of ratings if so requested in writing by the Administrative Agent, at the Servicer’s sole cost and expense.

Removal of Designated Servicing Agreements. (A) With the prior written consent of the Administrative Agent, the The Receivables Seller or the Servicer may remove any Servicing Agreement as a Designated Servicing Agreement under Section 2(d2(c) of the Receivables Sale Agreement and/or change any Advance Types of Receivables that are designated as eligible pursuant to such Servicing Agreement, whereupon such agreement shall no longer constitute a “Designated Servicing Agreement” or the Advance Types of Receivables shall no longer be designated as eligible pursuant to such Servicing Agreement for purposes of this Indenture (except that, unless the Issuer conducts a Permitted Refinancing, Receivables related to Advances made by or Deferred Servicing Fees accrued by the Servicer pursuant to that agreement prior to its removal shall continue to be part of the Trust Estate, in which case the Receivables Seller may not assign to another Person any Receivables arising under that Servicing Agreement until all Receivables that arose under that Servicing Agreement that are included in the Trust Estate shall have been paid in full or sold or otherwise transferred in a Permitted Refinancing). Prior to removing any Designated Servicing Agreement or designating such Advance Types of Receivables as no longer eligible pursuant to such Servicing Agreement as provided in this Section 2.1(c), the Issuer must (1) receive prior written approval from the Administrative Agent, which may be given or withheld in its sole and absolute discretion and (2) send prior written notice of such removal to each Note Rating Agency for Outstanding NotesAgency. (B) The Issuer shall promptly notify the Indenture Trustee, and the Indenture Trustee shall notify the Note Rating Agencies for Outstanding Notes and Noteholders, of any such removal. If any Servicing Agreements are removed as Designated Servicing AgreementsAgreements or any Advance Types of Receivables with respect to a Designated Servicing Agreement are no longer designated as eligible, the Administrator shall update the Designated Servicing Agreement Schedule Schedule, which shall specifically designate the Advance type of Receivables that are eligible and furnish it to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Designated Servicing Agreement Schedule. (C) . If one or more Designated Servicing Agreements are is removed as described in this Section 2.1(c) during any Facility Year, the Administrative Agent shall have the right to require the Servicer to obtain written affirmation from S&P each applicable Note Rating Agency of its continued rating of the Notes, as applicable, at the Servicer’s 's expense, once in respect of each Facility Year in which such a removal shall have occurred and the Servicer shall obtain S&P’s such Note Rating Agency's written affirmation of ratings if so requested in writing by the Administrative Agent, at the Servicer’s 's sole cost and expense.

Removal of Designated Servicing Agreements. (A) With the prior written consent of the Administrative Agent, the The Receivables Seller or the Servicer may remove any Servicing Agreement as a Designated Servicing Agreement under Section 2(d2(c) of the Receivables Sale Agreement and/or change any Advance Types of Receivables that are designated as eligible pursuant to such Servicing Agreement, whereupon such agreement shall no longer constitute a “Designated Servicing Agreement” or the Advance Types of Receivables shall no longer be designated as eligible pursuant to such Servicing Agreement for purposes of this Indenture (except that, unless the Issuer conducts a Permitted Refinancing, Receivables related to Advances made by or Deferred Servicing Fees accrued by the Servicer pursuant to that agreement prior to its removal shall continue to be part of the Trust Estate, in which case the Receivables Seller may not assign to another Person any Receivables arising under that Servicing Agreement until all Receivables that arose under that Servicing Agreement that are included in the Trust Estate shall have been paid in full or sold or otherwise transferred in a Permitted Refinancing). Prior to removing any Designated Servicing Agreement or designating such Advance Types of Receivables as no longer eligible pursuant to such Servicing Agreement as provided in this Section 2.1(c), the Issuer must (1) receive prior written approval from certify to the Administrative AgentAgent that before and after giving effect thereto, which may no Facility Early Amortization Event or Target Amortization Event shall be given or withheld in its sole discretion continuing and (2) send prior written notice of such removal to each Note Rating Agency for Outstanding NotesAgency. (B) The Issuer shall promptly notify the Indenture Trustee, and the Indenture Trustee shall notify the Note Rating Agencies for Outstanding Notes and Noteholders, of any such removal. If any Servicing Agreements are removed as Designated Servicing AgreementsAgreements or any Advance Types of Receivables with respect to a Designated Servicing Agreement are no longer designated as eligible, the Administrator shall update the Designated Servicing Agreement Schedule which shall specifically designate the Advance type of Receivables that are eligible and furnish it to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Designated Servicing Agreement Schedule. (C) . If one or more Designated Servicing Agreements are is removed as described in this Section 2.1(c) during any Facility Year, the Administrative Agent shall have the right to require the Servicer to obtain written affirmation from S&P each applicable Note Rating Agency of its continued rating of the Notes, as applicable, at the Servicer’s 's expense, once in respect of each Facility Year in which such a removal shall have occurred and the Servicer shall obtain S&P’s such Note Rating Agency's written affirmation of ratings if so requested in writing by the Administrative Agent, at the Servicer’s 's sole cost and expense.

Removal of Designated Servicing Agreements. (A) With the prior written consent of the Administrative Agent, the Receivables Seller or the Servicer HLSS may remove any Servicing Agreement as a Designated Servicing Agreement under Section 2(d) of the Receivables Sale Agreement and/or change any Advance Types of Receivables that are designated as eligible or ineligible pursuant to such Servicing Agreement, whereupon such agreement shall no longer constitute a “Designated Servicing Agreement” or the Advance Types of Receivables shall no longer be designated as eligible or no longer be designated as ineligible (as the case may be, with respect to changes in categorization of certain Advance Types from the date on which they were originally designated with approval of the Administrative Agent) pursuant to such Servicing Agreement for purposes of this Indenture (except that, unless the Issuer conducts a Permitted Refinancing, Receivables related to Advances made by or Deferred Servicing Fees accrued by the Servicer pursuant to that agreement prior to its removal shall continue to be part of the Trust Estate, in which case the Receivables Seller HLSS may not assign to another Person any Receivables arising under that Servicing Agreement until all Receivables that arose under that Servicing Agreement that are included in the Trust Estate shall have been paid in full or sold or otherwise transferred in a Permitted Refinancing). Prior to removing any Designated Servicing Agreement or designating such Advance Types of Receivables as no longer eligible or no longer ineligible pursuant to such Servicing Agreement as provided in this Section 2.1(c), the Issuer must (1) receive prior written approval from the Administrative Agent, which may be given or withheld in its sole and absolute discretion and (2) send prior written notice of such removal to each Note Rating Agency Agency. Notwithstanding the foregoing, the Issuer may sell the unreimbursed Receivables with respect to a removed Servicing Agreement to the Servicer for Outstanding Notesa cash purchase price equal to 100% of the Receivable Balance thereof upon payment of which such Receivables shall no longer be part of the Trust Estate; provided, however, that in no event shall the Issuer sell Receivables to the Servicer, on any date, to the extent that, after such sale, the cumulative amount of Receivables sold to the Servicer pursuant to this sentence would exceed 10% of the aggregate Receivable Balance of the Receivables that have been conveyed to the Issuer from the Cut-off Date through and including the date of sale. (B) The Issuer shall promptly notify the Indenture Trustee, and the Indenture Trustee shall notify the Note Rating Agencies for Outstanding Notes and Noteholders, of any such removal. If any Servicing Agreements are removed as Designated Servicing AgreementsAgreements or any Advance Types of Receivables with respect to a Designated Servicing Agreement are no longer designated as eligible or no longer designated as ineligible, as the case may be, with respect to changes in categorization of certain Advance Types from the date on which they were originally designated with the approval of the Administrative Agent, the Administrator shall update the Designated Servicing Agreement Schedule Schedule, which shall specifically designate the Advance Type of Receivables that are eligible and furnish it it (C) to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Designated Servicing Agreement Schedule. (C) If one or more Designated Servicing Agreements are removed as described in this Section 2.1(c) during any Facility Year, the Administrative Agent shall have the right to require the Servicer to obtain written affirmation from S&P of its continued rating of the Notes, at the Servicer’s expense, once in respect of each Facility Year in which such a removal shall have occurred and the Servicer shall obtain S&P’s written affirmation of ratings if so requested in writing by the Administrative Agent, at the Servicer’s sole cost and expense.

Removal of Designated Servicing Agreements. (A) With the prior written consent of the Administrative Agent, the The Receivables Seller or the Servicer may remove any Servicing Agreement as a Designated Servicing Agreement under Section 2(d2(c) of the Receivables Sale Agreement and/or change any Advance Types of Receivables that are designated as eligible pursuant to such Servicing Agreement or to an existing Designated Servicing Agreement, whereupon such agreement shall no longer constitute a “Designated Servicing Agreement” or the Advance Types of Receivables shall no longer be designated as eligible or no longer be designated as ineligible, as the case may be, pursuant to such Servicing Agreement for purposes of this Indenture (except that, unless the Issuer conducts a Permitted Refinancing, Receivables related to Advances made by or Deferred Servicing Fees accrued by the Servicer pursuant to that agreement prior to its removal shall continue to be part of the Trust Estate, in which case the Receivables Seller may not assign to another Person any Receivables arising under that Servicing Agreement until all Receivables that arose under that Servicing Agreement that are included in the Trust Estate shall have been paid in full or sold in a Permitted Refinancing). Prior to removing any Designated Servicing Agreement or designating such Advance Types of Receivables as no longer eligible or no longer ineligible pursuant to such Servicing Agreement or an existing Designated Servicing Agreement as provided in this Section 2.1(c), the Issuer must (1) receive prior written approval from the Administrative Agent, which may be given or withheld in its sole and absolute discretion and (2) send prior written notice of such removal to each Note Rating Agency for Outstanding NotesAgency. (B) The Issuer shall promptly notify the Indenture Trustee, and the Indenture Trustee shall notify the Note Rating Agencies for Outstanding Notes and Noteholders, of any such removal. If any Servicing Agreements are removed as Designated Servicing AgreementsAgreements or any Advance Types of Receivables with respect to a Designated Servicing Agreement are no longer designated as eligible, the Administrator shall update the Designated Servicing Agreement Schedule Schedule, which shall specifically designate the Advance type of Receivables that are eligible and furnish it to the Indenture Trustee, and the most recently furnished schedule shall be maintained by the Indenture Trustee as the definitive Designated Servicing Agreement Schedule. (C) . If one or more Designated Servicing Agreements are is removed as described in this Section 2.1(c) during any Facility Year, the Administrative Agent shall have the right to require the Servicer to obtain written affirmation from S&P each applicable Note Rating Agency of its continued rating of the Notes, as applicable, at the Servicer’s expense, once in respect of each Facility Year in which such a removal shall have occurred and the Servicer shall obtain S&Psuch Note Rating Agency’s written affirmation of ratings if so requested in writing by the Administrative Agent, at the Servicer’s sole cost and expense.