Replacement Servicer. (a) In the event of a Servicer Termination, the Indenture Trustee hereby agrees to use commercially reasonable efforts to appoint (with the approval of the Controlling Parties of all Series of Senior Notes or, if no such Series exist, all Series of Subordinated Notes) another bank located in Jamaica, as the Indenture Trustee shall select (after consultation with the Bank as to the identity of such Person), to act as the Servicer hereunder pursuant to an assumption agreement in form and substance reasonably satisfactory to the SPC, the Indenture Trustee and each Controlling Party. Upon such assumption, all authority and power of the then Servicer under this Agreement shall pass to and be vested in such replacement Servicer; and, without limitation, each of the SPC and the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the previous Servicer, as attorney-in-fact or otherwise, all documents and other instruments related to the Purchased Diversified Payment Rights upon the failure of the previous Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights and obligations. No provision contained in this Agreement shall require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement.
(b) The Servicer agrees to cooperate with the SPC and any replacement Servicer in effecting the termination of its responsibilities and rights hereunder, including the transfer to such replacement Servicer of all of its authority to service the Diversified Payment Rights provided for in this Agreement. Upon and after a Servicer Termination, the terminated Servicer shall promptly transfer to the replacement Servicer all records, files and documents, in whatever form whatsoever, necessary for the continued servicing of the Diversified Payment Rights in the manner and at such times as the replacement Servicer shall reasonably request. Each replacement Servicer shall maintain all such information in accordance with Applicable Laws, including any applicable banking secrecy laws.
(c) At any time following its assumption of the duties of the Servicer hereunder (unless replaced as described above), a replacement Servicer shall be authorized to take any and all steps in the Bank’s, the SPC’s and the Indenture Trustee’s name as ...
Replacement Servicer. Seller may be terminated as Servicer hereunder and replaced with a new Servicer by Purchaser (or by Administrative Agent on behalf of Purchaser in the event that Purchaser shall fail to replace the Servicer within five (5) Business Days after a Servicer Termination Event, or in the event that an Event of Default has occurred and is continuing) following the occurrence of any of the following events (each, a “Servicer Termination Event”):
(a) Seller fails to perform or observe any covenant or agreement contained in this Article V and, solely if the consequences of the failure to perform or observe such covenant or agreement can be cured, in the case of any covenant or agreement contained in Sections 5.04(d), (e) or (f), such failure continues for a period of [***] Business Days without such cure after the earlier of (x) the date Seller becomes aware of such failure and (y) the date Purchaser, or Administrative Agent on behalf of Purchaser, provides notice of such failure to Seller;
(b) an Insolvency Event of Seller; or
(c) a Seller Event of Default shall occur and be continuing. Termination of Seller as Servicer hereunder shall be without prejudice to any rights of Purchaser or Administrative Agent that may have accrued through such date. In the event that Seller is terminated as Servicer, (i) a replacement Servicer shall be appointed by Purchaser in consultation with, and with the prior written consent of, Administrative Agent, or by Administrative Agent on behalf of Purchaser as provided in the first sentence of this Section 5.05) and (ii) Seller shall cooperate reasonably with Purchaser and Administrative Agent and any replacement Servicer designated by Purchaser or Administrative Agent, to transfer any information and materials to such replacement Servicer or undertake any other reasonable and necessary actions to ensure an effective transition of services required in the servicing of the Transferred Assets to the successor Servicer.
Replacement Servicer. For the avoidance of doubt, the Security Trustee shall not be under any obligation to take steps to appoint any replacement Servicer in the event that any such person shall resign or have their appointments terminated in accordance with the terms of any relevant Relevant Documents.
Replacement Servicer. (i) Upon the expiration or termination of this Agreement in accordance with this Article X, or upon the resignation by or removal of the Servicer with respect to the performance of the Services for any or all of the Aircraft Assets, the Servicer will cooperate with any Replacement Servicer, including providing such Replacement Servicer with all information and documents reasonably requested.
(ii) Other than at the expiration of the term as set forth in Section 10.01 or pursuant to a termination of the Agreement by the Servicer in accordance with Section 10.02(a)(i)(A), the Servicer may not resign or be removed from its obligations and duties as Servicer hereunder, nor may this Agreement be terminated with respect to the Servicer, in either case in whole or in part, unless a Replacement Servicer has been appointed by GFL or, if an Event of Default has occurred and is continuing, the Policy Provider, and has accepted such appointment, and GFL has received both a written confirmation from each of the Rating Agencies that no lowering or withdrawal of the then current Ratings of any class or subclass of Notes will result from such appointment and the prior written consent of the Policy Provider; provided, however, that, in the event that a Replacement Servicer shall not have been appointed within 90 days after any termination of this Agreement with respect to the Servicer or any resignation by or removal of the Servicer, the Servicer may petition any court of competent jurisdiction for the appointment of a Replacement Servicer.
Replacement Servicer. If servicing is transferred from the Servicer to a replacement Servicer pursuant to Article VII of the Sale and Servicing Agreement, then in the event that the fees and expenses of a replacement servicer or any transition costs relating to the transfer of servicing from the Servicer to the replacement servicer exceed the amounts payable to such Servicer under the Sale and Servicing Agreement, the Servicer shall promptly pay such fees, expenses or transition costs. Any such amounts paid by the Insurer shall be part of Reimbursable Amounts payable to the Insurer hereunder.
Replacement Servicer. If (x) a Servicer Termination Event has occurred or (y) the Servicer or the Back-Up Servicer has resigned, then, upon the written request of the Administrative Agent (acting at the direction of the Required Lenders) (which request may be in the form of any email from counsel to the Administrative Agent and the Lenders), the Loan Parties shall promptly exercise any and all rights such Loan Parties have under the terms of the applicable ABS Documentation (including the limited liability company agreements of the SPV Subsidiaries) (to the extent of such rights)with respect to the appointment of a new servicer or replacement servicer reasonably acceptable to the Required Lenders for all Commission Receivables owned or held by the SPV Subsidiaries and the ABS Note Subsidiaries. Each capitalized term used in this Section 4.19 that is not defined in this Agreement has the meaning assigned thereto in the applicable ABS Documentation.
Replacement Servicer. If TCSI is terminated as Servicer pursuant to Section 4.5 below, Borrower may enter into a new servicing agreement with a replacement servicer for such Servicing Fees and on such other terms and conditions as Lender, in its sole discretion, may determine.
Replacement Servicer. The Servicer shall provide within 60 days after the Closing Date a written plan (the “Replacement Servicer Plan”), which is acceptable to the Administrator, for transferring its servicing duties with respect to the Pool Receivables, the related Accounts and Contracts to a replacement servicer in the instance of a Replacement Event.
Replacement Servicer. (i) Upon the expiration or termination of this Agreement in accordance with this Article X, or upon the resignation by or removal of the Servicer with respect to the performance of the Services for any or all of the Aircraft Assets, the Servicer will cooperate with any Replacement Servicer, including providing such Replacement Servicer with all information and documents reasonably requested.
(ii) Other than at the expiration of the term as set forth in Section 10.01 or pursuant to a termination of the Agreement by the Servicer in accordance with Section 10.02(a)(i)(A), the Servicer may not resign or be removed from its obligations and duties as Servicer hereunder, nor may this Agreement be terminated with respect to the Servicer, in either case in whole or in part, unless a Replacement Servicer has been appointed and has accepted such appointment and AFT has received written confirmation from each of the Rating Agencies that no lowering or withdrawal of the then current Ratings of any class or subclass of Notes will
Replacement Servicer. The Seller or its Affiliate shall have been terminated as "Servicer" under each of the Private Label Credit Card Master Trust Documents and the Buyer or a Person designated by it shall have been duly appointed as successor servicer and all consents, approvals and rating agency confirmations required therefor in the Private Label Credit Card Master Trust Documents shall have been received in all cases, effective as of the Cut-Off Time. Any condition specified in this ARTICLE 6 may be waived by the Buyer; provided, however, that no such waiver shall be effective unless it is set forth in a writing executed by the Buyer or unless the Buyer agrees in writing to consummate the transactions contemplated by this Agreement without fulfillment of such condition.
