Servicer Defaults If any one of the following events (a "Servicer Default") shall occur and be continuing:
(a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice to the Deal Agent as required by this Agreement including, without limitation, while Fidelity is Servicer, any payment required to be made under the Backup Servicer and Collateral Custodian Fee Letter, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such payment, transfer, deposit, instruction of notice or report is required to be made or given, as the case may be, under the terms of this Agreement;
(b) any 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 this Agreement or the Purchase Agreement which has a material adverse effect on the Purchasers, which continues unremedied for a period of 30 days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Deal Agent and (ii) the date on which the Servicer becomes aware thereof;
(c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, which has a material adverse effect on the Purchasers and which continues to be unremedied for a period of 30 days after the first to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Deal Agent and (ii) the date on which the Servicer becomes aware thereof;
(d) an Insolvency Event shall occur with respect to the Servicer;
(e) any material delegation of the Servicer's duties which is not permitted by Section 7.1;
(f) any financial or Asset information reasonably requested by the Deal Agent or the Purchaser as provided herein is not reasonably provided as requested;
(g) the rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $1,000,000 and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 61 consecutive days without a stay of execution;
(h) the failure of the Servicer to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence of any event or condition which would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived;
(i) any change in the management of the Servicer relating to the positions of President, CEO, Chairman of the Board and Executive Vice President; or
(j) any change in the control of the Servicer which takes the form of either a merger or consolidation in which the Servicer is not the surviving entity. Notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied, the Deal Agent, by written notice to the Servicer (with a copy to the Backup Servicer) (a "Termination Notice"), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement.
Termination Upon Default Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party; provided however, that the non-defaulting Party notifies the defaulting party in writing of the alleged default and that the defaulting Party does not cure the alleged default within sixty (60) calendar days of receipt of written notice thereof. Default is defined to include:
(a) A Party's insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or
(b) A Party's refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation any of the material terms or conditions of this Agreement.
Succession upon Default With respect to the Trust Fund, each of the following events shall constitute an Event of Default by Xxxxxx Xxx:
(i) any failure by Xxxxxx Mae to distribute to Holders of Certificates of any Class any payment required to be made under the terms hereof which continues for a period of fifteen days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to Xxxxxx Xxx by the Holders of Certificates of such Class representing Certificate Balances aggregating not less than 5% of the related Class Balance; or
(ii) failure on the part of Xxxxxx Mae duly to observe or perform in any material respect any other of the covenants or agreements on the part of Xxxxxx Xxx in the Certificates or in this Trust Agreement which continues 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 to Xxxxxx Mae by the Holders of Certificates of any Class representing Certificate Balances aggregating not less than 25% of the aggregate of the Class Balances; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, 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 Xxxxxx Xxx and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or
(iv) Xxxxxx Mae shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to Xxxxxx Xxx or to all or substantially all of its property; or
(v) Xxxxxx Mae shall admit in writing its inability to pay its debts generally as they become due, file a petition to invoke any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. Upon the occurrence of an Event of Default, and so long as such Event of Default shall not have been remedied, the Holders of Certificates of any Class representing Certificate Balances aggregating not less than 25% of the related Class Balance may (a) terminate all obligations and duties of Xxxxxx Xxx hereunder in its corporate capacity (other than its continuing guaranty obligations as set forth in Section 3.03) and as Trustee, and (b) name and appoint a successor or successors (in case such Holders of Certificates shall appoint a separate Person to act as Trustee) to succeed to and assume all of such obligations (other than its guaranty obligations as set forth in Section 3.03) and duties and to the legal title to the Underlying REMIC Certificates and other assets comprising the Trust Fund. Such actions shall be effected by notice in writing to Xxxxxx Mae and shall become effective upon receipt of such notice by Xxxxxx Xxx and the acceptance of such appointment by such successor or successors. On and after the receipt by Xxxxxx Mae of such written notice and the acceptance by the successor or successors to Xxxxxx Xxx, all obligations (other than its continuing obligations as set forth in Section 3.03) and duties imposed upon Xxxxxx Mae in its corporate capacity and in its capacity as Trustee under this Trust Agreement shall pass to and vest in the successor or successors named in the notice, and such successor or successors shall be authorized, and hereby are authorized, to take all such action and execute and deliver all such instruments and documents on behalf of Xxxxxx Xxx, as attorney in fact or otherwise, as may be necessary and appropriate to effect the purposes of such written notice, including, without limitation, the transfer of legal title in and to the Underlying REMIC Certificates comprising the Trust Fund and all proceeds and avails thereof then held by Xxxxxx Mae.
Termination on Default The Authority may terminate this Framework Agreement by serving written notice on the Supplier with effect from the date specified in such notice where the Supplier commits a Material Default and if:
26.8.1 the Supplier has not remedied the Material Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice specifying the Material Default and requesting it to be remedied; or
26.8.2 the Material Default is not, in the reasonable opinion of the Authority, capable of remedy.
Interest After Default To the extent permitted by Law, upon the occurrence of an Event of Default and until such time such Event of Default shall have been cured or waived, and at the discretion of the Administrative Agent or upon written demand by the Required Lenders to the Administrative Agent:
Termination; Default We may reduce the Credit Limit or terminate your ability to receive further credit under this Agreement at any time without notice. You may terminate your ability to receive further credit under this Agreement by giving us notice of termination and returning to us all Cards and Credit Devices. Termination by you will be effective on the date we receive written notice from you along with the Cards and Credit Devices (unless they are lost or stolen, in which case you agree to sign an affidavit to that effect and stating that no credit received after the date of loss or theft was authorized by you).
Payments of Notes on Default Suit Therefor 33 Section 6.05. Application of Monies Collected by Trustee 35 Section 6.06. Proceedings by Holders 36 Section 6.07. Proceedings by Trustee 37 Section 6.08. Remedies Cumulative and Continuing 37 Section 6.09. Direction of Proceedings and Waiver of Defaults by Majority of Holders 37 Section 6.10. Notice of Defaults 38 Section 6.11. Undertaking to Pay Costs 38
Payments After Event of Default Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;
Servicer Events of Default (a) Notwithstanding Section 8.03 of the Basic Servicing Agreement, only the occurrence and continuation of any of the following events will be an “Exchange Note Servicer Event of Default” with respect to the 2021-A Exchange Note, and the “Exchange Note Servicer Events of Default” set forth in Section 8.03(a) of the Basic Servicing Agreement shall not apply to the 2021-A Exchange Note or to this 2021-A Servicing Supplement:
(i) any failure by the Servicer to deliver to the Indenture Trustee any proceeds or payment required to be so delivered with respect to the 2021-A Exchange Note under the Basic Servicing Agreement or this 2021-A Servicing Supplement that continues unremedied for ten Business Days after the earlier of the date on which (A) notice of such failure is given to the Servicer by the Indenture Trustee or (B) an Authorized Officer of the Servicer has actual knowledge of such failure;
(ii) any failure by the Servicer to duly observe or perform in any material respect any other of its covenants or agreements in the 2021-A Servicing Agreement, which failure materially and adversely affects the rights of holders of interests in the 2021-A Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which continues unremedied for 90 days after written notice thereof is given to the Servicer by the Indenture Trustee;
(iii) any representation, warranty or statement of the Servicer made in the 2021-A Servicing Agreement or any certificate, report or other writing delivered pursuant to the 2021-A Servicing Agreement shall prove to be incorrect in any material respect when made, which failure materially and adversely affects the rights of holders of interests in the 2021-A Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which failure continues unremedied for 90 days after written notice thereof is given to the Servicer by the Indenture Trustee; or
(iv) the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that the occurrence of any event set forth in clauses (i) through (iii) with respect to the 2021-A Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 2021-A Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (i), (ii) or (iii) for a period of 120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 2021-A Servicing Supplement.
(b) With respect to actions taken under Section 8.03(c) of the Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 2021-A Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the written direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class.
(c) In accordance with Section 8.05 of the Basic Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 2021-A Exchange Noteholder (which for purposes of this Section shall be the Indenture Trustee, acting at the written direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class) may waive any such Servicer Event of Default and its consequences. Upon any such waiver, the applicable Exchange Note Servicer Event of Default will cease to exist, and will be deemed to have been remedied for every purpose of this Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon.
(d) On or after the receipt by the Servicer of notice of an Exchange Note Servicer Event of Default, all authority and power of the Servicer under this 2021-A Servicing Supplement, whether with respect to the Notes, the Certificates, the Trust Estate or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed pursuant to the terms of the Basic Servicing Agreement. If the Indenture Trustee shall become Successor Servicer pursuant to this Section, the Indenture Trustee shall be entitled to appoint as sub-Servicer any one of its Affiliates or agents; provided that the Indenture Trustee in its capacity as Servicer shall be fully liable for the actions or omissions of such Affiliate or agent in such capacity as sub-Servicer. The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this 2021-A Servicing Supplement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the 2021-A Bank Accounts or thereafter received with respect to the 2021-A Leases and 2021-A Vehicles and all information or documents that the Indenture Trustee or such Successor Servicer may require, and the Successor Servicer shall not be liable if it cannot perform due to the failure of the predecessor Servicer to so deliver. In addition, the Servicer shall transfer its electronic records relating to the 2021-A Leases and 2021-A Vehicles to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request. All Transition Costs 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.
Action Upon Default Agent shall not be deemed to have knowledge of any Default or Event of Default, or of any failure to satisfy any conditions in Section 6, unless it has received written notice from a Borrower or Required Lenders specifying the occurrence and nature thereof. If a Lender acquires knowledge of a Default, Event of Default or failure of such conditions, it shall promptly notify Agent and the other Lenders thereof in writing. Each Secured Party agrees that, except as otherwise provided in any Loan Documents or with the written consent of Agent and Required Lenders, it will not take any Enforcement Action, accelerate Obligations (other than Secured Bank Product Obligations) or assert any rights relating to any Collateral.
