Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”: (a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; or (b) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; or (d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or (e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 15 contracts
Samples: Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2023-2), Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2023-2), Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2023-1)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement (or, if AFL is the Servicer, the Purchase Agreement) that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or (unless an Insurer Default shall have occurred and be continuing) the Security Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or
(b) Failure by the Servicer to deliver to the Indenture Trustee, the Owner Trustee and (so long as an Insurer Default shall not have occurred and be continuing) the Security Insurer the Servicer's Certificate by the fourth Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 7.2(a); or
(c) 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, if AFL is the Servicer, the Purchase Agreement), which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Security Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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, the Indenture Trustee; providedTrustee or the Security Insurer (or, that no Servicer Termination Event will result from the breach by the Servicer of if an Insurer Default shall have occurred and be continuing, any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedNoteholder); or
(ci) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty 60 days; or (60ii) daysthe entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer or the Seller in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or the Seller or of any substantial part of their respective properties or ordering the winding up or liquidation of the affairs of the Servicer or the Seller; or
(de) The commencement by the Servicer or the Seller of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer or the Seller to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or the Seller or of any substantial part of its property or the making by the Servicer or the Seller of an assignment for the benefit of creditors or the failure by the Servicer or the Seller generally to pay its debts as such debts become due or the taking of corporate action by the Servicer or the Seller in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer or the Seller made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in Section 2.5(a)), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer or the Seller by the Owner Trustee, the Indenture TrusteeTrustee or the Security Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Security Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 3.14 (in which case the Servicer Termination Event will be deemed to have occurred as of the last day of the term of the most recent Servicer Extension Notice received); or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if any delay or failure an Insurance Agreement Event of performance referred to in clause (a), (b) or (e) above Default shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 8 contracts
Samples: Sale and Servicing Agreement (Arcadia Receivables Finance Corp), Sale and Servicing Agreement (Arcadia Receivables Finance Corp), Sale and Servicing Agreement (Olympic Receivables Finance Corp)
Servicer Termination Event. For purposes of this Agreement, -------------------------- each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer's Certificate by the fourth Business Day prior to the Insured Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14; or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default or under any delay or failure other Insurance and Indemnity Agreement relating to any Series an Event of performance referred to in clause (a), (b) or (e) above Default thereunder shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 5 contracts
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Americredit Financial Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”"SERVICER TERMINATION EVENT":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer's Certificate by the fourth Business Day prior to the Insured Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14; or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default occurs or an Event of Default under any delay or failure of performance referred other Insurance and Indemnity Agreement relating to in clause (a), (b) or (e) above any other Series shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 5 contracts
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Americredit Financial Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to deposit within the Indenture Trustee time periods specified in this Agreement in the Collection Account for distribution to Noteholders Noteholders, or to distribute to the Contributor, any proceeds or payment required to be so delivered deposited or distributed under the terms of this Agreement (or, if Vendor Services is the Servicer, the Transfer Agreement) that continues unremedied for a period of two (2) five Business Days (one three Business Day Days with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; or
(b) Failure by the Servicer to deliver to the Trustee and the Issuer the Servicer's Certificate by the third Business Day prior to the related Payment Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 7.2; or
(c) 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, if Vendor Services is the Servicer, the Transfer Agreement), which failure (i) materially and adversely affects the rights of the Issuer or Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedIssuer, that no Servicer Termination Event will result from the breach by the Servicer of Trustee or any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedNoteholder; or
(ci) The commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (ii) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property their respective properties or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) daysServicer; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered by the Servicer pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the IssuerIssuer or Noteholders, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer or the Contributor by the Indenture TrusteeIssuer, the Trustee or any Noteholder, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 4 contracts
Samples: Contribution and Servicing Agreement (Green Tree Lease Finance 1998-1 LLC), Contribution and Servicing Agreement (Green Tree Lease Finance Ii Inc), Contribution and Servicing Agreement (Green Tree Lease Finance 1997-1 LLC)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver deliver, or cause to be delivered, to the Indenture Trustee Administrator for distribution pursuant to Noteholders the terms of this Agreement or any Basic Document, any proceeds or payment required to be so delivered by the Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Amount pursuant to Section 4.7) that continues unremedied for a period of two (2) three Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Administrator or the Indenture Trustee or after discovery of such failure by a Responsible Officer responsible officer of the Servicer; orServicer (but in no event later than three Business Days after the Servicer is required to make such delivery or deposit);
(b) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this AgreementAgreement or the Basic Documents, which failure (i) materially and adversely affects the rights of Noteholders, Noteholders (determined without regard to the availability of funds under any Series Support) and (ii) continues unremedied for a period of forty-five (45) 60 days after knowledge thereof by the Servicer or 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 Administrator or the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach Trustee or after discovery thereof by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orServicer;
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or;
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(e) Any representation, warranty or statement certification of the Servicer made in this Agreement or any Basic Document or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, interests of the Holding Indenture Trustee in the Series Trust or the Noteholders Estate and, within forty-five (45) 60 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrustee or the Administrator after discovery thereof by the Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided. Notwithstanding the foregoing, however, that if any a delay in or failure of performance referred to in clause (a)under Section 10.1(a) for a period of three Business Days or under Section 10.1(b) for a period of 60 days, (b) shall not constitute a Servicer Termination Event if such delay or (e) above shall have been failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its obligations in a Force Majeure Eventtimely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Administrator, the grace period referred Indenture Trustee and the Seller with an Officers’ Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to in such clause shall be extended for an additional sixty (60) calendar daysso perform its obligations.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (HSBC Automotive Trust (USA) 2006-3), Sale and Servicing Agreement (HSBC Automotive Trust (USA) 2007-1), Sale and Servicing Agreement (HSBC Automotive Trust (USA) 2006-1)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or after discovery of such failure by a Responsible Officer of the Servicer; or
(b) Failure by the Servicer to deliver to the Trust Collateral Agent the Servicer’s Certificate by the first Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3; or
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedTrust Collateral Agent; or
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (AFS SenSub Corp.), Sale and Servicing Agreement (AFS SenSub Corp.), Sale and Servicing Agreement (AFS SenSub Corp.)
Servicer Termination Event. For purposes of this Agreement, each of the following shall will constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or (unless an Insurer Default has occurred and is continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver the Servicer's Certificate by the Determination Date;
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this AgreementAgreement or, if the Servicer is Triad, failure of Triad duly to perform any other covenants or agreements of Triad set forth in the Purchase Agreement which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default has occurred and is continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have has been given to the Servicer by the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days Issuer or the commencement of Insurer (or, if an involuntary case under the federal bankruptcy lawsInsurer Default has occurred and is continuing, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; orby any Noteholder);
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer An Insolvency Event has occurred with respect to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; orServicer;
(e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall will prove to be incorrect in any material respect as of the time when the same shall will have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the IssuerTrust, the Holding Trust Insurer or the Noteholders Noteholders' interests and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall will have been given to the Servicer by the Indenture TrusteeTrustee or the Insurer (or, if an Insurer Default has occurred and is continuing, a Noteholder), the circumstances or condition conditions in respect of which such representation, warranty or statement was incorrect shall will not have been eliminated or otherwise cured;
(f) So long as no Insurer Default has occurred and is continuing, an Insurance Agreement Event of Default occurs;
(g) A claim is made under the Note Policy; provided, however, that if any delay or failure or
(h) The occurrence of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, Trigger Event under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysInsurance Agreement.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Triad Automobile Receivables Trust 2006-A), Sale and Servicing Agreement (Triad Automobile Receivables Trust 2005-A), Sale and Servicing Agreement (Triad Financial Special Purpose LLC)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to deposit within the Indenture Trustee time periods specified in this Agreement in the Collection Account for distribution to Noteholders Noteholders, or to distribute to the Depositor, any proceeds or payment required to be so delivered deposited or distributed under the terms of this Agreement (or, if TCC is the Servicer, the Purchase Agreement) that continues unremedied for a period of two (2) five Business Days (one three Business Day Days with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; or
(b) Failure by the Servicer to deliver to the Indenture Trustee and the Owner Trustee the Servicer's Certificate by the third Business Day prior to the related Payment Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 7.2; or
(c) 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 AgreementAgreement (or, if TCC is the Servicer, any of the Purchase Agreements (to the extent they relate to the Contracts), which failure (i) materially and adversely affects the rights of the Issuer, the Equity Certificateholder or the Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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, the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of Trustee or any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedNoteholder; or
(ci) The commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (ii) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property their respective properties or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) daysServicer; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered by the Servicer pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the IssuerIssuer or Noteholders, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer or the Depositor by the Owner Trustee, the Indenture TrusteeTrustee or any Noteholder, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 2 contracts
Samples: Transfer and Servicing Agreement (Antigua Funding Corp), Transfer and Servicing Agreement (Antigua Funding Corp)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent the Servicer’s Certificate by the first Business Day immediately preceding the related Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.4(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orTrust Collateral Agent;
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2004-1), Sale and Servicing Agreement (AFS Funding Trust)
Servicer Termination Event. For purposes of this Agreement, -------------------------- each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer's Certificate by the fourth Business Day prior to the Insured Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14; or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default occurs or an Event of Default under any delay or failure of performance referred other Insurance and Indemnity Agreement relating to in clause (a), (b) or (e) above any other Series shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Americredit Financial Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by FEFG (if FEFG is the Servicer) or the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by FEFG or the Servicer from the Indenture Trustee or (unless an Insurer Default shall have occurred and be continuing) the Security Insurer or after discovery of FEFG or such failure by a Responsible Officer of FEFG or the Servicer; or;
(b) Failure by the Servicer to deliver to the Trustee, the Issuer and (so long as an Insurer Default shall not have occurred and be continuing) the Security Insurer the Servicer's Certificate by 10:00 a.m. (New York City time) on the fifth Business Day prior to the Payment Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 7.2(a);
(c) Failure on the part of FEFG or the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement (or, if FEFG is the Servicer, any covenant or agreement of FEFG set forth in this Agreement) (other than the breach of a covenant or agreement which constitutes a Servicer Termination Event under another subsection of this Section 8.1), which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by FEFG or the Servicer or 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 Indenture Trustee; providedIssuer, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days Trustee or the commencement of Security Insurer (or, if an involuntary case under the federal bankruptcy lawsInsurer Default shall have occurred and be continuing, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; orany Noteholder);
(d) The commencement by the Servicer occurrence of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer an Insolvency Event with respect to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; orServicer;
(e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, if FEFG is the Servicer, any representation or warranty set forth in Section 2.4(a)), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders Issuer and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeIssuer, the Trustee or the Security Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided;
(f) So long as an Insurer Default shall not have occurred and be continuing, however, that if any delay or failure of performance referred the Security Insurer shall not have delivered a Servicer Extension Notice pursuant to in clause Section 3.14;
(a)g) So long as an Insurer Default shall not have occurred and be continuing, (bx) an Insurance Agreement Event of Default shall have occurred or (ey) above an insurance agreement event of default arising under another insurance and indemnity agreement between FEFG, any of FEFG's affiliates and the Security Insurer with respect to another Series shall have been caused by a Force Majeure Event, occurred; or
(h) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysPolicy.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (First Enterprise Financial Group Inc), Sale and Servicing Agreement (First Enterprise Financial Group Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or after discovery of such failure by a Responsible Officer of the Servicer; or
(b) Failure by the Servicer to deliver to the Trust Collateral Agent the Servicer’s Certificate by the first Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.4(a); or
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedTrust Collateral Agent; or
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2012-3), Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2012-2)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer’s Certificate by the first Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer Servicer, or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, however, that if any delay or failure an Insurance Agreement Event of performance referred to in clause Default occurs; or
(a), (bh) or (e) above shall have been caused by a Force Majeure Event, A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2005-B-M), Sale and Servicing Agreement (AFS Funding Trust)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or after discovery of such failure by a Responsible Officer of the Servicer; or
(b) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedTrust Collateral Agent; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2019-1), Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2019-1)
Servicer Termination Event. For purposes of this Agreement, each If any one of the following shall constitute events (a “"Servicer Termination Event”") shall occur and be continuing:
(a) Any any failure by the Servicer to deliver to the Indenture Trustee or Owner Trustee for distribution deposit in any of the Trust Accounts, the Certificate Distribution Account or the Compass Account any required payment or to Noteholders direct Indenture Trustee or Owner Trustee to make any proceeds or payment required to be so delivered under the terms of this Agreement distributions therefrom that continues shall continue unremedied for a period of two (2) five Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible an Authorized Officer of Servicer or written notice of such failure shall have been given (A) to Servicer by Owner Trustee or Indenture Trustee or (B) to Servicer, Owner Trustee and Indenture Trustee by the ServicerHolders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes or, if the Notes have been paid in full, Holders of Certificates evidencing not less than 25% of the Adjusted Certificate Balance, as applicable; or
(b) Failure failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer Servicer, as applicable, set forth in this AgreementAgreement or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affects affect the rights of Noteholders, either the Certificateholders or Noteholders and (ii) continues continue unremedied for a period of forty-five (45) 60 days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and Servicer by Owner Trustee or Indenture Trustee or (B) such purchase to Servicer, Owner Trustee and Indenture Trustee by the Holders of Notes evidencing not less than 25% of the affected Receivable has Outstanding Amount of the Notes or, if the Notes have been consummatedpaid in full, Holders of Certificates evidencing not less than 25% of the Adjusted Certificate Balance, as applicable; or
(c) The entry of a decree an Insolvency Event occurs with respect to Servicer or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed respective successors; then, and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy lawseach and every case, so long as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; or
(d) The commencement by the any Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, the circumstances or condition in respect of which such representation, warranty or statement was incorrect Termination Event shall not have been eliminated remedied, either Indenture Trustee, or otherwise cured; providedthe Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes (or, howeverif no Notes are then Outstanding, that if any delay either the Owner Trustee or failure the Holders of performance referred to in clause (aCertificates evidencing not less than 25% of the Adjusted Certificate Balance), by notice then given in writing to Servicer (band to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer at such predecessor's expense, 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (eincluding attorneys' fees) above incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall have been caused be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Force Majeure Servicer Termination Event, Indenture Trustee shall give notice thereof to the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysRating Agencies.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Compass Auto Receivables Trust 1998-A), Sale and Servicing Agreement (Asset Backed Securities Corp)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer’s Certificate by the first Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.4(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, however, that if any delay or failure an Insurance Agreement Event of performance referred to in clause Default occurs; or
(a), (bh) or (e) above shall have been caused by a Force Majeure Event, A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2003-D-M), Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2003-a-M)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or after discovery of such failure by a Responsible Officer of the Servicer; or
(b) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five thirty (4530) days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedTrust Collateral Agent; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state State bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; or
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five thirty (4530) days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2020-1), Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2020-1)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Certificateholders or Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement (or, if OFL is the Servicer, the Purchase Agreement) that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or (unless an Insurer Default shall have occurred and be continuing) the Security Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or
(b) Failure by the Servicer to deliver to the Indenture Trustee, the Owner Trustee and (so long as an Insurer Default shall not have occurred and be continuing) the Security Insurer the Servicer's Certificate by the fourth Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 7.2(a); or
(c) 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, if OFL is the Servicer, the Purchase Agreement), which failure (i) materially and adversely affects the rights of NoteholdersCertificateholders (determined without regard to the availability of funds under the Certificate Policy), Noteholders (determined without regard to the availability of funds under the Note Policy), or of the Security Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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, the Indenture Trustee; providedTrustee or the Security Insurer (or, that no Servicer Termination Event will result from the breach by the Servicer of if an Insurer Default shall have occurred and be continuing, any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedCertificateholder or Noteholder); or
(ci) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty 60 days; or (60ii) daysthe entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer or the Seller in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or the Seller or of any substantial part of their respective properties or ordering the winding up or liquidation of the affairs of the Servicer or the Seller; or
(de) The commencement by the Servicer or the Seller of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer or the Seller to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or the Seller or of any substantial part of its property or the making by the Servicer or the Seller of an assignment for the benefit of creditors or the failure by the Servicer or the Seller generally to pay its debts as such debts become due or the taking of corporate action by the Servicer or the Seller in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer or the Seller made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in Section 2.5(a)), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer or the Seller by the Owner Trustee, the Indenture TrusteeTrustee or the Security Insurer (or, if an Insurer Default shall have occurred and be continuing, a Certificateholder or Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Security Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 3.14 (in which case the Servicer Termination Event will be deemed to have occurred as of the last day of the term of the most recent Servicer Extension Notice received); or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if any delay or failure an Insurance Agreement Event of performance referred to in clause (a), (b) or (e) above Default shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysCertificate Policy or the Note Policy.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Olympic Receivables Finance Corp), Sale and Servicing Agreement (Olympic Receivables Finance Corp)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds Noteholder or to the Trust Paying Agent for distribution to any Residual Certificateholder, or for deposit into the Collection Account or the Series 2011-A Spread Account, any payment required to be so delivered under the terms of this Agreement that Agreement, which failure continues unremedied for a period of two (2) Business Days (one Business Day with respect to the payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery earlier of such failure (i) knowledge thereof by a Responsible Officer of the ServicerServicer and (ii) written notice thereof shall have been given to the Servicer by the Trustee or by Holders of a majority of the aggregate outstanding Note Balance of the Controlling Class; or
(b) Failure by the Servicer to deliver to the Trustee the Servicer’s Certificate within three days after the date on which such Servicer’s Certificate is required to be delivered under Section 4.9; or
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement or, if the Servicer is CPS, failure of CPS to duly perform any other covenants or agreements of CPS set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, Noteholders and (ii) continues unremedied for a period of forty-five (45) 30 days after the earlier of knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach Trustee or by the Servicer Holders of any covenant for which (A) the purchase a majority of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase aggregate outstanding Note Balance of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) daysControlling Class; or
(d) The commencement by the Servicer occurrence of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer an Insolvency Event with respect to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingSeller; or
(e) Failure on the part of the Servicer to observe its covenants and agreements relating to (i) merger or consolidation or (ii) preservation of its ownership (or security interest) in repossessed Financed Vehicles delivered for sale to dealers; or
(f) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in this Agreement relating to the characteristics of the Receivables), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders Securityholders and, within forty-five (45) 30 days after the earlier of (i) knowledge thereof by a Responsible Officer of the Servicer or (ii) after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrustee or by Holders of a majority of the aggregate outstanding Note Balance of the Controlling Class, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc), Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deposit to the Collection Account any amount required to be deposited therein or to purchase any Receivable required to be purchased by it.
(b) Failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be so delivered under continuing) the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received Insurer the Servicer’s Certificate by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; orDetermination Date;
(bc) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this AgreementAgreement or under any other Basic Documents to which it is a party, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after the earlier of (x) knowledge thereof by the Servicer Servicer, or after (y) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing, by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer or United Pan Am Financial Corp. in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or United Pan Am Financial Corp. or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer or United Pan Am Financial Corp. and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer or United Pan Am Financial Corp. of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer or United Pan Am Financial Corp. to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer or United Pan Am Financial Corp. of an assignment for the benefit of creditors or the failure by the Servicer or United Pan Am Financial Corp. generally to pay its debts as such debts become due or the taking of corporate action by the Servicer or United Pan Am Financial Corp. in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the IssuerTrust, the Holding Trust Insurer or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeveran Insurance Agreement Event of Default occurs;
(h) So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have delivered a Servicer Non-Renewal Notice pursuant to Section 4.14;
(i) A claim is made under the Note Policy;
(j) Any failure by the Servicer to deliver to the Trustee for distribution to Noteholders any proceeds or payment required to be so delivered that if any delay continues unremedied for a period of two Business Days (or failure of performance referred one Business Day with respect to in clause (a), (bPurchase Amounts) after knowledge thereof by the Servicer or (e) above after written notice thereof shall have been caused given to the Servicer by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.Trustee or the Insurer; or
Appears in 2 contracts
Samples: Sale and Servicing Agreement (UPFC Auto Receivables Corp.), Sale and Servicing Agreement (UPFC Auto Receivables Corp.)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deposit to the Collection Account any amount required to be deposited therein or to purchase any Receivable required to be purchased by it.
(b) Failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be so delivered under continuing) the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received Insurer the Servicer’s Certificate by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; orDetermination Date;
(bc) Failure on the part of the Servicer or the Transferor duly to observe or perform any other covenants or agreements of the Servicer or Transferor, as applicable, set forth in this AgreementAgreement or under any other Basic Documents to which it is a party, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after the earlier of (x) knowledge thereof by the Servicer or after the Transferor, as applicable, or (y) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or the Transferor by the Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing, by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer Servicer, the Transferor or United Pan Am Financial Corp. in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, the Transferor or United Pan Am Financial Corp. or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer Servicer, the Transferor or United Pan Am Financial Corp. and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer or United Pan Am Financial Corp. of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer or United Pan Am Financial Corp. to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer or United Pan Am Financial Corp. of an assignment for the benefit of creditors or the failure by the Servicer or United Pan Am Financial Corp. generally to pay its debts as such debts become due or the taking of corporate action by the Servicer or United Pan Am Financial Corp. in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the IssuerTrust, the Holding Trust Insurer or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, however, an Insurance Agreement Event of Default occurs;
(h) A claim is made under the Note Policy;
(i) Any failure by the Servicer to deliver to the Trustee for distribution to Noteholders any proceeds or payment required to be so delivered that if any delay continues unremedied for a period of two Business Days (or failure of performance referred one Business Day with respect to in clause (a), (bPurchase Amounts) after knowledge thereof by the Servicer or (e) above after written notice thereof shall have been caused given to the Servicer by the Trustee or the Insurer; or
(j) The occurrence of a Force Majeure EventXxxxx 0 Xxxxxxx Xxxxx, as defined in the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysSpread Account Agreement.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (United Pan Am Financial Corp), Sale and Servicing Agreement (UPFC Auto Receivables Trust 2004-A)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer's Certificate by the fourth Business Day prior to the Insured Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14; or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default occurs or an Event of Default under any delay or failure of performance referred other Insurance and Indemnity Agreement relating to in clause (a), (b) or (e) above any other Series shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Americredit Financial Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders Securityholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or the Note Insurer (unless an Insurer Default shall have occurred and be continuing) or after discovery of such failure by a Responsible Officer officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trustee and the Note Insurer (so long as an Insurer Default shall not have occurred and be continuing), the Servicer's Certificate within five days after the date on which such Servicer's Certificate is required to be delivered, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 9.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersSecurityholders (determined without regard to the availability of funds under the Policy), or of the Note Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (1) to the Servicer by the Indenture Trustee; provided, that no Trustee or the Note Insurer or (2) to the Servicer Termination Event will result from and to the breach Trustee and the Note Insurer by the Servicer Holders of any covenant for which (A) the purchase Class A Notes evidencing not less than 25% of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase outstanding principal balance of the affected Receivable has Class A Notes or, after the Class A Notes have been consummated; orpaid in full and all outstanding Reimbursement Obligations and other amounts due to the Note Insurer have been paid in full, by the Holders of Certificates evidencing not less than 25% of the outstanding principal balance of the Certificates;
(cd) The entry of a decree or order for relief by a court or regulatory agency or supervisory authority having jurisdiction in respect the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in an involuntary case under or the federal bankruptcy lawsSeller (or, so long as now or hereafter in effectCPS is Servicer, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official any of the Servicer's Affiliates) in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities, or of any substantial part of its property similar proceedings, or ordering for the winding up or liquidation of the affairs of the Servicer its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer or the Seller (or, so long as CPS is Servicer, any of the Servicer's Affiliates) to the appointment of or taking possession by a receiver, liquidator, assigneeconservator, trustee, custodianreceiver or liquidator in any bankruptcy, sequestrator insolvency, readjustment of debt, marshalling of assets and liabilities, or other similar official proceedings of or relating to the Servicer or the Seller (or, so long as CPS is Servicer, any of the Servicer's Affiliates) of or relating to substantially all of its property; or the Servicer or the Seller (or, so long as CPS is Servicer, any of the Servicer's Affiliates) or the Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any substantial part of its property applicable insolvency or the making by the Servicer of reorganization statute, make an assignment for the benefit of creditors its creditors, or the failure by the Servicer generally to pay voluntarily suspend payment of its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingobligations; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders Securityholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given (1) to the Servicer by the Indenture TrusteeTrustee or the Note Insurer or (2) to the Servicer and to the Trustee and the Note Insurer by the Holders of Class A Notes evidencing not less than 25% of the outstanding principal balance of the Class A Notes or, after the Class A Notes have been paid in full and all outstanding Reimbursement Obligations and other amounts due to the Note Insurer have been paid in full, by the Holders of Certificates evidencing not less than 25% of the outstanding principal balance of the Certificates, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Note Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14; or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default or under any delay or failure other Insurance and Indemnity Agreement relating to any Series an Event of performance referred to in clause (a), (b) or (e) above Default thereunder shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc), Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Servicer Termination Event. For purposes of this -------------------------- Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer's Certificate by the fourth Business Day prior to the Insured Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14; or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default or under any delay or failure other Insurance and Indemnity Agreement relating to any Series an Event of performance referred to in clause (a), (b) or (e) above Default thereunder shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Americredit Financial Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for deposits into the Collection Account or to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so deposited or delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one (1) Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible an Authorized Officer of the Servicer; or.
(b) Failure by the Servicer to deliver to the Indenture Trustee and (so long as an Insurer Default shall not have occurred and be continuing), the Insurer (i) the Servicer's Certificate required by Section 3.9 on any Determination Date, (ii) any annual statement as to compliance pursuant to Section 3.10, in each case within five (5) Business Days after the date such annual statement is required to be delivered and (iii) any Accountant's Report pursuant to Section 3.11; or
(c) Failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.2(a) or repudiation by the Servicer of any of its covenants and agreements in this Agreement; or
(d) Failure or failures on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure or failures, individually or in the aggregate, (i) materially and adversely affects affect the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or the Insurer (unless an Insurer Default shall have occurred and be continuing) and (ii) continues continue unremedied for a period of forty-five sixty (4560) days after the earlier of actual knowledge thereof by a Responsible Officer of the Servicer or after the date on which written notice of such failurefailure or failures, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee, the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach Insurer (or if an Insurer Default shall have occurred and be continuing, by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; or
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingNote Majority; or
(e) The occurrence of an Insolvency Event with respect to the Servicer; or
(f) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, representation or warranty or statement has a material adverse effect on the Issuer, the Holding Trust Noteholders or the Noteholders Insurer and, within forty-five thirty (4530) days after the earlier of knowledge thereof by a Responsible Officer of the Servicer or after the date written notice thereof shall have been given to the Servicer by the Owner Trustee, the Indenture Trustee, the Insurer (or, if an Insurer Default shall have occurred and be continuing, the Note Majority), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 3.19; or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default (other than any delay or failure Insurance Agreement Event of performance referred Default related solely to a breach of the covenants in clause (a), (bSection 2.5(r) of the Insurance Agreement) or under any other Insurance and Indemnity Agreement relating to any Series (eas defined in the Insurance Agreement) above an event of default thereunder shall have been caused by a Force Majeure Event, occurred and be continuing; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Asset Backed Securities Corp)
Servicer Termination Event. For purposes of this Agreement, each Any one of the following events shall constitute be a “Servicer Termination Event”:
(a) Any any failure (i) by the Servicer to deliver remit to the Indenture Trustee for distribution Note Administrator the amount required to Noteholders be so remitted by the Servicer on any proceeds Remittance Date pursuant to Section 3.03(b)(viii) of this Agreement, which continues unremedied by the Servicer by 11:00 a.m. on the following Business Day, (ii) by the Special Servicer to remit to the Issuer or its nominee any payment required to be so delivered remitted by the Servicer or the Special Servicer, as the case may be, under the terms of this Agreement that Agreement, when and as due which continues unremedied by the Servicer or the Special Servicer, as the case may be, for a period of two (2) Business Days after the date on which such remittance was due, or (one Business Day with respect to payment of Purchase Amountsiii) after written notice is received by the Servicer from to remit to the Indenture Trustee Seller, Lument Structured Finance or a Companion Participation Holder any payment required to be so remitted by the Servicer under the terms of this Agreement, when and as due which continues unremedied by the Servicer for a period of two (2) Business Days after discovery of the date on which such failure by a Responsible Officer of the Servicerremittance was due; or
(b) Failure any failure on the part of the Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth or the Special Servicer, as the case may be, contained in this Agreement, which or any representation or warranty set forth by the Servicer or the Special Servicer, as the case may be, in Section 7.01 shall be untrue or incorrect in any material respect, and, in either case, such failure (i) or breach materially and adversely affects the rights value of Noteholdersany Mortgage Loan or the priority of the lien on any Mortgage Loans or the interest of the Issuer therein, and (ii) which in either case continues unremedied for a period of forty-five thirty (4530) days after knowledge thereof by the Servicer or after the date on which written notice of such failurefailure or breach, requiring the same to be remedied, shall have been given to the Servicer or the Special Servicer, as the case may be, by the Indenture Trustee; provided, that no Servicer Termination Event will result from Issuer (or the breach Collateral Manager acting on behalf of the Issuer) (or such extended period of time approved by the Servicer of any covenant for which Issuer (A) or the purchase Collateral Manager acting on behalf of the affected Receivable is specified Issuer) provided that the Servicer or the Special Servicer, as the sole remedy pursuant case may be, is diligently proceeding in good faith to Section 4.7 and (B) cure such purchase of the affected Receivable has been consummatedfailure or breach); or
(c) The entry of a decree or order for relief by of a court or regulatory agency or supervisory authority having jurisdiction in respect of the Servicer in an involuntary case under or the federal bankruptcy lawsSpecial Servicer, as now or hereafter in effectthe case may be, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another any present or future federal or state bankruptcy, insolvency or similar law law, for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs shall have been entered against the Servicer or the Special Servicer, as the case may be, and such case is not dismissed within decree or order shall remain in force undischarged or unstayed for a period of sixty (60) days; or
(d) The commencement by the Servicer or the Special Servicer, as the case may be, shall consent to the appointment of a voluntary case under conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the federal bankruptcy lawsServicer or the Special Servicer, as now or hereafter in effectthe case may be, or relating to all or substantially all of such entity’s property; or
(e) the Servicer or the Special Servicer, as the case may be, shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any other present or future, applicable federal or state, state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of make an assignment for the benefit of its creditors or the failure by the Servicer generally to pay voluntarily suspend payment of its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingobligations; or
(ef) Any representationthe Servicer or the Special Servicer, warranty as the case may be, receives actual knowledge that either Rating Agency has (A) qualified, downgraded or statement withdrawn its rating or ratings of one or more classes of Notes or Class A Loans, or (B) placed one or more classes of Notes or Class A Loans on “watch status” in contemplation of a rating downgrade or withdrawal (and such qualification, downgrade, withdrawal, or “watch status” placement has not been withdrawn by such Rating Agency within sixty (60) days of the date that the Servicer or the Special Servicer, as the case may be, obtained such actual knowledge) and, in the case of either of clauses (A) or (B) above, citing servicing concerns with the Servicer or the Special Servicer, as the case may be, as the sole or material factor in such rating action; or
(g) the Servicer or, following removal or resignation of the Special Servicer, any successor to the Special Servicer, ceases to be a Qualified Servicer. then, and in each and every case, so long as the applicable Servicer Termination Event has not been remedied, the Issuer (or the Collateral Manager acting on behalf of the Issuer) may, by notice in writing to the Servicer (if such Servicer Termination Event is with respect to the Servicer) or the Special Servicer (if such Servicer Termination Event is with respect to the Special Servicer), as the case may be, in addition to whatever rights the Issuer may have at law or in equity, including injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer made in or the Special Servicer, as the case may be, under this Agreement and in and to the Mortgage Loans and the proceeds thereof, without the Issuer (or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as the Collateral Manager acting on behalf of the time when the same shall have been made, and the incorrectness Issuer) incurring any penalty or fee of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, the circumstances or condition any kind whatsoever in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise curedconnection therewith; provided, however, that if such termination shall be without prejudice to any rights of the Servicer or the Special Servicer, as the case may be, relating to the payment of its Servicing Fees, Special Servicing Fees, Additional Servicing Compensation and the reimbursement of any Servicing Advance or Servicing Expense or other amounts owed to it under this Agreement, which have been made by it under the terms of this Agreement through and including the date of such termination. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or failure omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of performance referred any Event of Default. On or after the receipt by the Servicer or the Special Servicer, as the case may be, of such written notice of termination from the Issuer (or the Collateral Manager acting on behalf of the Issuer), all authority and power of the Servicer or the Special Servicer, as the case may be, under this Agreement, whether with respect to the Mortgage Loans, any Participations or otherwise, shall pass to and be vested in the Trustee, and the Servicer or the Special Servicer, as applicable, agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights hereunder of the Servicer or the Special Servicer, including, without limitation, the transfer of the Servicing Files and the funds held in the Accounts as set forth in Section 8.01. The Issuer (or the Collateral Manager acting on behalf of the Issuer) may waive any Servicer Termination Event (other than a Servicer Termination Event under clause (af), (b) or (eg) above above), as the case may be, in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event arising therefrom shall be deemed to have been caused by a Force Majeure Event, remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysextent expressly so waived.
Appears in 1 contract
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds Noteholder or to the Trust Paying Agent for distribution to any Residual Certificateholder, or for deposit into the Collection Account or the Series 2016-A Spread Account, any payment required to be so delivered under the terms of this Agreement that Agreement, which failure continues unremedied for a period of two (2) Business Days (one Business Day with respect to the payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery earlier of such failure (i) knowledge thereof by a Responsible Officer of the ServicerServicer and (ii) written notice thereof shall have been given to the Servicer by the Indenture Trustee or by Holders of a majority of the aggregate outstanding Note Balance of the Controlling Class; or
(b) Failure by the Servicer to deliver to the Indenture Trustee the Servicer’s Certificate within three days after the date on which such Servicer’s Certificate is required to be delivered under Section 4.9; or
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement or, if the Servicer is CPS, failure of CPS to duly perform any other covenants or agreements of CPS set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, Noteholders and (ii) continues unremedied for a period of forty-five (45) 30 days after the earlier of knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach Trustee or by the Servicer Holders of any covenant for which (A) the purchase a majority of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase aggregate outstanding Note Balance of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) daysControlling Class; or
(d) The commencement by the Servicer occurrence of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer an Insolvency Event with respect to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingSeller; or
(e) Failure on the part of the Servicer to observe its covenants and agreements relating to (i) merger or consolidation or (ii) preservation of its ownership (or security interest) in repossessed Financed Vehicles delivered for sale to dealers; or
(f) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in this Agreement relating to the characteristics of the Receivables), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders Securityholders and, within forty-five (45) 30 days after the earlier of (i) knowledge thereof by a Responsible Officer of the Servicer or (ii) after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrustee or by Holders of a majority of the aggregate outstanding Note Balance of the Controlling Class, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement (or, if OFL is the Servicer, the Purchase Agreement) that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or (unless an Insurer Default shall have occurred and be continuing) the Security Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver the Servicer's Certificate to the Indenture Trustee, the Issuer, the Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Security Insurer by 5:00 p.m., New York City time on the fifth Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 4.2(a);
(c) 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, if OFL is the Servicer, the Purchase Agreement), which failure (i) materially and adversely affects the rights of Noteholdersthe Issuer (determined without regard to the availability of funds under the Note Policy), or of the Security Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Issuer, the Agent, the Indenture Trustee; provided, that no Servicer Termination Event will result from Trustee or the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orSecurity Insurer;
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer or the Seller in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or the Seller or of any substantial part of its property their respective properties or ordering the winding up or liquidation of the affairs of the Servicer or the Seller and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or;
(de) The commencement by the Servicer or the Seller of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer or the Seller to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or the Seller or of any substantial part of its property or the making by the Servicer or the Seller of an assignment for the benefit of creditors or the failure by the Servicer or the Seller generally to pay its debts as such debts become due or the taking of corporate action by the Servicer or the Seller in furtherance of any of the foregoing; or;
(ef) Any representation, warranty or statement of the Servicer or the Seller made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust Issuer or the Noteholders Security Insurer and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer or the Seller by the Issuer, the Agent, the Indenture TrusteeTrustee or the Security Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided;
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Security Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 2.14;
(h) So long as an Insurer Default shall not have occurred and be continuing, that if any delay or failure an Insurance Agreement Event of performance referred to in clause (a), (b) or (e) above Default shall have been caused by a Force Majeure Event, occurred;
(i) A claim is made under the grace period referred Note Policy; or
(j) A servicer termination event or like event shall occur in any other securitization with respect to in such clause shall be extended for an additional sixty (60) calendar dayswhich OFL or any of its Affiliates is acting as servicer.
Appears in 1 contract
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”"SERVICER TERMINATION EVENT":
(a) Any failure by the Servicer or, so long as any MFN Entity is the Servicer, any MFN Entity to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer an officer of the Servicer; or
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer's Certificate by 12:00 Noon, Eastern Time, on the second Business Day after each Determination Date; or
(c) Failure on the part of the Servicer to observe in all material respects its covenants and agreements set forth in Section 8.3(a); or
(d) Failure on the part of the Servicer or, so long as any MFN Entity or an Affiliate of MFN is the Servicer, any MFN Entity to duly to observe or perform in any material respect any other covenants or agreements of the Servicer or, so long as any MFN Entity or an Affiliate of MFN is the Servicer, any MFN Entity set forth in this Agreement, which failure (i) materially and adversely affects Noteholders (determined without regard to the rights availability of Noteholdersfunds under the Note Policy), or the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedNoteholder); or
(ce) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer or MFN (if any MFN Entity or an Affiliate of MFN is the Servicer) in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(df) The commencement by the Servicer or MFN (if any MFN Entity or an Affiliate of MFN is the Servicer) of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(eg) Any representation, warranty or statement of the Servicer or MFN (if any MFN Entity is the Servicer) made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a 71 material adverse effect on the IssuerTrust, the Holding Trust Insurer or the Noteholders and, within forty-five (45) 30 days after the earlier of knowledge thereof by an officer of the Servicer or after and the date written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(h) So long as an Insurer Default shall not have occurred and be continuing, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above the Insurer shall have been caused failed to deliver a Servicer Extension Notice pursuant to Section 4.14 and the period covered by a Force Majeure Eventthe most recent Servicer Extension Notice delivered by the Insurer shall have expired; or
(i) So long as an Insurer Default shall not have occurred and be continuing, an Event of Default occurs under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.Indenture;
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer or, so long as ACC or an Affiliate of the Borrower is the Servicer, the Borrower to deliver to the Indenture Trustee for distribution to Noteholders Custodian any proceeds or payment required to be so delivered under the terms of this Agreement (or, if ACC or an Affiliate of the Borrower is the Servicer, under the Purchase and Sale Agreement) that continues unremedied for a period of two (2) Business Days (one Business Day or, with respect to payment of any Purchase Amounts, one Business Day) after written notice is received by the Servicer from the Indenture Trustee Agent or, without duplication, the Controlling Party or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver the Servicer's Certificate required by Section 8.9 by 12:00 noon New York City time on the second Business Day after the date such certificate is required to be delivered;
(c) Failure on the part of the Servicer to observe its covenants and agreements set forth in Section 12.2(a);
(d) Failure on the part of the Servicer or, so long as ACC or an Affiliate of the Borrower is the Servicer, the Borrower, duly to observe or perform in any material respect any other covenants or agreements of the Servicer or, so long as ACC is the Servicer, the Borrower, as the case may be, set forth in this Agreement (or, as to ACC, if ACC is the Servicer, the Purchase and Sale Agreement), which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from Agent or the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orInsurer;
(ce) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer (or the Borrower) in an involuntary case under the federal bankruptcy lawsBankruptcy Code, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer (or the Borrower) or of any substantial part of its property their respective properties or ordering the winding up or liquidation of the affairs of the Servicer and (or the continuance of any such decree or order unstayed and in effect for a period of sixty (60Borrower) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; or
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.the
Appears in 1 contract
Samples: Receivables Financing Agreement (Acc Consumer Finance Corp)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer's Certificate by the first Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer Servicer, or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the IssuerInsurer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; or
(g) So long as an Insurer Default shall not have occurred and be continuing, an Insurance Agreement Event of Default occurs; provided, however, that if any delay no Insurance Agreement Event of Default shall be deemed to occur that arises solely due to a breach of representation or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Eventwarranty under the Basic Documents, the grace period referred failure to pay when due amounts payable under any Basic Document, the failure to observe or perform any covenants or agreements contained in such clause shall be extended for any Basic Document, a decree or order of an additional sixty involuntary case in bankruptcy or the appointment of a conservator, receiver or liquidator in any insolvency proceedings or the inability to pay debts generally as they become due, to the extent that the foregoing are due to a party or parties other than the Servicer, the Seller or the Issuer; or
(60h) calendar daysA claim is made under the Note Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2007-a-X)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by FEFG (if FEFG is the Servicer) or the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by FEFG or the Servicer from the Indenture Trustee or (unless an Insurer Default shall have occurred and be continuing) the Security Insurer or after discovery of FEFG or such failure by a Responsible Officer of FEFG or the Servicer; or;
(b) Failure by the Servicer to deliver to the Trustee, the Issuer and (so long as an Insurer Default shall not have occurred and be continuing) the Security Insurer the Servicer's Certificate by 10:00 a.m. (New York City time) on the fifth Business Day prior to the Payment Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 7.2(a);
(c) Failure on the part of FEFG or the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement (or, if FEFG is the Servicer, any covenant or agreement of FEFG set forth in this Agreement) (other than the breach of a covenant or agreement which constitutes a Servicer Termination Event under another subsection of this Section 8.1), which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by FEFG or the Servicer or 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 Indenture Trustee; providedIssuer, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days Trustee or the commencement of Security Insurer (or, if an involuntary case under the federal bankruptcy lawsInsurer Default shall have occurred and be continuing, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; orany Noteholder);
(d) The commencement by the Servicer occurrence of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer an Insolvency Event with respect to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingServicer; or
(e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, if FEFG is the Servicer, any representation or warranty set forth in Section 2.4(a)), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders Issuer and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeIssuer, the Trustee or the Security Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (bf) or (e) above So long as an Insurer Default shall not have been caused by a Force Majeure Eventoccurred and be continuing, the grace period referred Security Insurer shall not have delivered a Servicer Extension Notice pursuant to in such clause shall be extended for an additional sixty (60) calendar days.Section 3.14;
Appears in 1 contract
Samples: Sale and Servicing Agreement (First Enterprise Financial Group Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”"SERVICER TERMINATION EVENT":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent the Servicer's Certificate by the Business Day immediately preceding the related Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Guaranty), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orTrust Collateral Agent;
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment received and/or required to be so delivered by the Servicer under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to after such payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; ordue;
(b) Failure by the Servicer to deliver to the Trustee the Servicer's Certificate on any Determination Date, or failure on the part of the Seller or the Servicer to observe their respective covenants and agreements set forth in Section 2.13, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 7.2(a);
(c) Failure or failures on the part of the Seller or the Servicer duly to observe or perform any other covenants or agreements of the Seller or the Servicer set forth in this AgreementAgreement (other than the breach of a covenant or agreement which constitutes a Servicer Termination Event under another subsection of this Section 8.1), which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues remains unremedied for a period of forty-five thirty (4530) days after knowledge thereof by a Responsible Officer of either the Seller or the Servicer has actual knowledge or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; orthereof;
(d) The commencement by the Servicer occurrence of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer an Insolvency Event with respect to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; orServicer;
(e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, Issuer or the Holding Trust or interests of the Noteholders and, within forty-five thirty (4530) days after knowledge thereof by a Responsible Officer of the Servicer has actual knowledge or after written notice thereof shall have been given to the Servicer by the Indenture Trusteethereof, the circumstances or condition in respect of which such representation, warranty or statement was incorrect (and the resulting adverse effect) shall not have been eliminated or otherwise cured, but not including any representation, warranty, covenant or statement related to any Purchased Receivable on which payment of the Purchase Amount is made in connection therewith pursuant to Section 3.4;
(f) Any Performance Guarantor Default shall occur; providedor
(i) the Servicer is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any indebtedness that is outstanding in an aggregate principal amount of at least $1,000,000 beyond any period of grace, howeverif any, that if any delay or failure of performance referred to in clause (a)provided with respect thereto, (b) or (eii) above shall have the Servicer is in default in the performance of or compliance with any term of any evidence of any indebtedness in an aggregate outstanding principal amount of at least $1,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such indebtedness has become, or has been caused by a Force Majeure Eventdeclared, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysdue and payable before its stated maturity or before its regularly scheduled dates of payment.
Appears in 1 contract
Servicer Termination Event. For purposes of this Agreement, -------------------------- each of the following shall constitute a “"Servicer Termination Event”:": --------------------------
(a) Any failure by the Servicer or, so long as AFS or an Affiliate of the Borrower is the Servicer, the Borrower to deliver to the Indenture Trustee for distribution to Noteholders Collateral Agent or the Agent any proceeds or payment required to be so delivered under the terms of this Agreement (or, if AFS or an Affiliate of the Borrower is the Servicer, under the Purchase Agreement) that continues unremedied for a period of two (2) Business Days (one Business Day or, with respect to payment of any Purchase Amounts, one Business Day) after written notice is received by the Servicer from the Indenture Trustee Agent or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver the Servicer's Certificate required by Section 8.9 by 12:00 Noon, New York City time, on the second ----------- Business Day after each Determination Date;
(c) Failure on the part of the Servicer to observe in all material aspects its covenants and agreements set forth in Section 12.2(a); ---------------
(d) Failure on the part of the Servicer or, so long as AFS or an Affiliate of the Borrower is the Servicer, the Borrower, duly to observe or perform in any material respect any other covenants or agreements of the Servicer or, so long as AFS is the Servicer, the Borrower, as the case may be, set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after the earlier of knowledge thereof by a Responsible Officer of the Servicer or after and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orAgent;
(ce) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer (or, if AFS or an Affiliate of the Borrower is the Servicer, the Borrower) in an involuntary case under the federal bankruptcy lawsBankruptcy Code, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer (or, if AFS or an Affiliate of the Borrower is the Servicer, the Borrower) or of any substantial part of its property their respective properties or ordering the winding up or liquidation of the affairs of the Servicer and (or, if AFS or an Affiliate of the continuance of any such decree or order unstayed and in effect for a period of sixty (60Borrower is the Servicer, the Borrower) consecutive days or the commencement of an involuntary case under the federal bankruptcy lawsBankruptcy Code, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or;
(df) The commencement by the Servicer (or, if AFS or an Affiliate of the Borrower is the Servicer, the Borrower) of a voluntary case under the federal bankruptcy lawsBankruptcy Code, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer (or, if AFS or an Affiliate of the Borrower is the Servicer, the Borrower) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer (or, if AFS or an Affiliate of the Borrower is the Servicer, the Borrower) or of any substantial part of its property or the making by the Servicer (or, if AFS or an Affiliate of the Borrower is the Servicer, the Borrower) of an assignment for the benefit of creditors or the failure by the Servicer (or, if AFS or an Affiliate of the Borrower is the Servicer, the Borrower) generally to pay its debts as such debts become due or the taking of corporate action by the Servicer (or, if AFS or an Affiliate of the Borrower is the Servicer, the Borrower) in furtherance of any of the foregoing; or;
(eg) Any representation, warranty or statement of the Servicer (or, if AFS or an Affiliate of the Borrower is the Servicer, the Borrower) made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, and however, any representation or warranty set forth in the incorrectness definition of such representation"Eligible -------- Receivable"), warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after the earlier of knowledge thereof by ---------- a Responsible Officer of the Servicer or after and the date written notice thereof shall have been given to the Servicer by the Indenture TrusteeAgent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured;
(h) The Agent shall not have delivered a Servicer Extension Notice pursuant to Section 8.14; provided, however, that if any delay or failure ------------
(i) The average of performance referred to in clause the Servicer Delinquency Ratios for the last day of each of the preceding three Collection Periods exceeds 5.5%;
(a), j) The Portfolio Net Loss Ratio exceeds 8%; or
(bk) or (e) above shall have been caused by The occurrence and continuance of a Force Majeure Facility Termination Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 1 contract
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent the Servicer's Certificate by the first Business Day immediately preceding the related Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.4(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orTrust Collateral Agent;
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2005-1)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deposit to the Collection Account any amount required to be deposited therein or to purchase any Receivable required to be purchased by it.
(b) Failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be so delivered under continuing) the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received Insurer the Servicer’s Certificate by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; orDetermination Date;
(bc) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this AgreementAgreement or under any other Basic Documents to which it is a party, which failure (i) materially and adversely affects the rights of NoteholdersHolders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after the earlier of (x) knowledge thereof by the Servicer Servicer, or after (y) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing, by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer or United Pan Am Financial Corp. in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or United Pan Am Financial Corp. or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer or United Pan Am Financial Corp. and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer or United Pan Am Financial Corp. of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer or United Pan Am Financial Corp. to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer or United Pan Am Financial Corp. of an assignment for the benefit of creditors or the failure by the Servicer or United Pan Am Financial Corp. generally to pay its debts as such debts become due or the taking of corporate action by the Servicer or United Pan Am Financial Corp. in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the IssuerTrust, the Holding Trust Insurer or the Noteholders Holders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, however, an Insurance Agreement Event of Default occurs;
(h) A claim is made under the Note Policy;
(i) Any failure by the Servicer to deliver to the Trustee for distribution to Holders any proceeds or payment required to be so delivered that if any delay continues unremedied for a period of two Business Days (or failure of performance referred one Business Day with respect to in clause (a), (bPurchase Amounts) after knowledge thereof by the Servicer or (e) above after written notice thereof shall have been caused given to the Servicer by a Force Majeure Event, the grace period referred to in such clause Trustee or the Insurer;
(j) an Event of Default under the Indenture shall be extended for an additional sixty (60) calendar dayshave occurred.
Appears in 1 contract
Samples: Sale and Servicing Agreement (UPFC Auto Receivables Trust 2007-B)
Servicer Termination Event. For purposes of this Agreement, each If any one of the following shall constitute events (a “Servicer Termination Event”) shall occur:
(a) Any any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions to the Indenture Trustee for distribution to Noteholders make any proceeds such payment, transfer or payment deposit required to be so delivered under made or given by the terms of this Agreement that continues unremedied for a period of two Servicer pursuant to the Issuing Entity Documents on or before the date occurring five (25) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; or
(b) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or;
(cb) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect failure on the part of the Servicer duly to observe or perform in an involuntary case under the federal bankruptcy laws, as now any material respect any other covenants or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs material agreements of the Servicer and the continuance of any such decree or order unstayed and set forth in effect this Agreement, which continues unremedied for a period of sixty (60) consecutive 60 days or after the commencement date on which written notice of an involuntary case under such failure, requiring the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; or
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove same to be incorrect in any material respect as of the time when the same shall have been maderemedied, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee;
(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 rights of the Holders of the Notes and which representation, warranty or certification, or the circumstances or condition in respect of which caused such representation, warranty or statement was certification to be incorrect, continues to be incorrect or uncured in any material respect 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 the Servicer by the Indenture Trustee;
(d) the Servicer shall file a petition commencing a voluntary case under any chapter of the Federal bankruptcy laws; or the Servicer shall file a petition or answer or consent seeking reorganization, arrangement, adjustment, or composition under any other similar applicable Federal law, or shall consent to the filing of any such petition, answer, or consent; or the Servicer shall appoint, or consent to the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or the Servicer shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; or
(e) any order for relief against the Servicer shall have been entered by a court having jurisdiction in the premises under any chapter of the federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of the Servicer under any other similar applicable federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of the Servicer or of any substantial part of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days; then, so long as such Servicer Termination Event shall not have been eliminated remedied, the Indenture Trustee or otherwise curedthe Majority Holders, by notice then given in writing to the Servicer (a “Termination Notice”), may terminate all of the rights and obligations of the Servicer under this Agreement. After receipt by the Servicer of such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Indenture Trustee pursuant to Section 9.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in a Successor Servicer; providedand, howeverwithout limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the 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. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Dealer Notes provided for under this Agreement, including, without limitation, all authority over all Principal Collections, Dealer Finance Charge Collections and Navistar Finance Charges which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer in any Supplemental Account, or which shall thereafter be received with respect to the Dealer Notes, and in assisting the Successor Servicer. The terminated Servicer shall promptly make available its electronic records relating to the Dealer Notes to the Successor Servicer in such electronic forms as the Successor Servicer may reasonably request and shall promptly make available to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Dealer Notes in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that if compliance with this Section 9.01 shall require the terminated Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interest. Notwithstanding the foregoing, a delay in or failure of performance referred to in clause (a), (bunder Section 9.01(a) for a period of 10 Business Days or under Section 9.01(b) or (ec) above for a period of 60 Business Days, shall have been not constitute a Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such 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 Servicer from using its best efforts to perform its respective obligations in a Force Majeure Eventtimely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture Trustee, any Enhancement Providers, the grace period referred Depositor and the Noteholders with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to in such clause shall be extended for an additional sixty (60) calendar daysperform its obligations.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Navistar International Corp)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement (or, if AFL is the Servicer, the Purchase Agreement) that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or (unless an Insurer Default shall have occurred and be continuing) the Security Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or
(b) Failure by the Servicer to deliver to the Indenture Trustee, the Owner Trustee and (so long as an Insurer Default shall not have occurred and be continuing) the Security Insurer the Servicer's Certificate by the fourth Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 7.2(a); or -71-
(c) 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, if AFL is the Servicer, the Purchase Agreement), which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Security Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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, the Indenture Trustee; providedTrustee or the Security Insurer (or, that no Servicer Termination Event will result from the breach by the Servicer of if an Insurer Default shall have occurred and be continuing, any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedNoteholder); or
(ci) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty 60 days; or (60ii) daysthe entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer or the Seller in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or the Seller or of any substantial part of their respective properties or ordering the winding up or liquidation of the affairs of the Servicer or the Seller; or
(de) The commencement by the Servicer or the Seller of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer or the Seller to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or the Seller or of any substantial part of its property or the making by the Servicer or the Seller of an assignment for the benefit of creditors or the failure by the Servicer or the Seller generally to pay its debts as such debts become due or the taking of corporate action by the Servicer or the Seller in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer or the Seller made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in Section 2.5(a)), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer or the Seller by the Owner Trustee, the Indenture TrusteeTrustee or the Security Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Security Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 3.14 (in which case the Servicer Termination Event will be deemed to have occurred as of the last day of the term of the most recent Servicer Extension Notice received); or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if any delay or failure an Insurance Agreement Event of performance referred to in clause (a), (b) or (e) above Default shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Olympic Receivables Finance Corp)
Servicer Termination Event. For purposes of this Agreement, -------------------------- each of the following shall constitute a “"Servicer Termination Event”:": --------------------------
(a) Any failure by the Servicer or, so long as AFS or an Affiliate of the Borrower is the Servicer, the Borrower to deliver to the Indenture Trustee for distribution to Noteholders Collateral Agent or the Agent any proceeds or payment required to be so delivered under the terms of this Agreement (or, if AFS or an Affiliate of the Borrower is the Servicer, under the Purchase Agreement) that continues unremedied for a period of two (2) Business Days (one Business Day or, with respect to payment of any Purchase Amounts, one Business Day) after written notice is received by the Servicer from the Indenture Trustee Agent or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver the Servicer's Certificate required by Section 8.9 by 12:00 Noon, New York City time, on the second Business Day ----------- after each Determination Date;
(c) Failure on the part of the Servicer to observe in all material aspects its covenants and agreements set forth in Section 12.2(a); ---------------
(d) Failure on the part of the Servicer or, so long as AFS or an Affiliate of the Borrower is the Servicer, the Borrower, duly to observe or perform in any material respect any other covenants or agreements of the Servicer or, so long as AFS is the Servicer, the Borrower, as the case may be, set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after the earlier of knowledge thereof by a Responsible Officer of the Servicer or after and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orAgent;
(ce) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer (or, if AFS or an Affiliate of the Borrower is the Servicer, the Borrower) in an involuntary case under the federal bankruptcy lawsBankruptcy Code, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer (or, if AFS or an Affiliate of the Borrower is the Servicer, the Borrower) or of any substantial part of its property their respective properties or ordering the winding up or liquidation of the affairs of the Servicer and (or, if AFS or an Affiliate of the continuance of any such decree or order unstayed and in effect for a period of sixty (60Borrower is the Servicer, the Borrower) consecutive days or the commencement of an involuntary case under the federal bankruptcy lawsBankruptcy Code, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or;
(df) The commencement by the Servicer (or, if AFS or an Affiliate of the Borrower is the Servicer, the Borrower) of a voluntary case under the federal bankruptcy lawsBankruptcy Code, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer (or, if AFS or an Affiliate of the Borrower is the Servicer, the Borrower) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer (or, if AFS or an Affiliate of any substantial part of its property or the making by Borrower is the Servicer of an assignment for Servicer, the benefit of creditors or the failure by the Servicer Borrower) generally to pay its debts as such debts become due or the taking of corporate action by the Servicer (or, if AFS or an Affiliate of the Borrower is the Servicer, the Borrower) in furtherance of any of the foregoing; or;
(eg) Any representation, warranty or statement of the Servicer (or, if AFS or an Affiliate of the Borrower is the Servicer, the Borrower) made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, and however, any representation or warranty set forth in the incorrectness definition of such representation"Eligible Receivable"), warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after the ------------------- earlier of knowledge thereof by a Responsible Officer of the Servicer or after and the date written notice thereof shall have been given to the Servicer by the Indenture TrusteeAgent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured;
(h) The Agent shall not have delivered a Servicer Extension Notice pursuant to Section 8.14; provided, however, that if any delay or failure ------------
(i) The average of performance referred to in clause the Servicer Delinquency Ratios for the last day of each of the preceding three Collection Periods exceeds 15.5%;
(a), j) The Portfolio Net Loss Ratio exceeds 8%; or
(bk) or (e) above shall have been caused by The occurrence and continuance of a Force Majeure Facility Termination Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 1 contract
Samples: Receivables Financing Agreement (Americredit Financial Services of Canada LTD)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds Noteholder or to the Trust Paying Agent for distribution to any Residual Certificateholder, or for deposit into the Collection Account or the Series 2015-A Spread Account, any payment required to be so delivered under the terms of this Agreement that Agreement, which failure continues unremedied for a period of two (2) Business Days (one Business Day with respect to the payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery earlier of such failure (i) knowledge thereof by a Responsible Officer of the ServicerServicer and (ii) written notice thereof shall have been given to the Servicer by the Indenture Trustee or by Holders of a majority of the aggregate outstanding Note Balance of the Controlling Class; or
(b) Failure by the Servicer to deliver to the Indenture Trustee the Servicer’s Certificate within three days after the date on which such Servicer’s Certificate is required to be delivered under Section 4.9; or
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement or, if the Servicer is CPS, failure of CPS to duly perform any other covenants or agreements of CPS set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, Noteholders and (ii) continues unremedied for a period of forty-five (45) 30 days after the earlier of knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach Trustee or by the Servicer Holders of any covenant for which (A) the purchase a majority of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase aggregate outstanding Note Balance of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) daysControlling Class; or
(d) The commencement by the Servicer occurrence of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer an Insolvency Event with respect to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingSeller; or
(e) Failure on the part of the Servicer to observe its covenants and agreements relating to (i) merger or consolidation or (ii) preservation of its ownership (or security interest) in repossessed Financed Vehicles delivered for sale to dealers; or
(f) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in this Agreement relating to the characteristics of the Receivables), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders Securityholders and, within forty-five (45) 30 days after the earlier of (i) knowledge thereof by a Responsible Officer of the Servicer or (ii) after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrustee or by Holders of a majority of the aggregate outstanding Note Balance of the Controlling Class, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a1) Any failure by the Servicer to deliver to the Indenture Trustee Administrative Agent for distribution to Noteholders the Secured Parties any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Repurchase Obligation Amounts) after written notice is received by the Servicer from the Indenture Trustee Administrative Agent or a Funding Agent or after discovery of such failure by a Responsible Officer of the Servicer; or;
(2) Failure by the Servicer (i) to deliver to the Administrative Agent the Servicer's Determination Date Certificate in draft form three Business Days, and in final form two Business Days, prior to the Distribution Date, which failure continues unremedied as of the close of business on the first to occur of the next Business Day after written notice is received by the Servicer from the Administrative Agent or the second Business Day prior to the Distribution Date, or (ii) to observe its covenants and agreements set forth in Section 8.3(a), (b) or (c);
(3) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Agreement, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, failure shall have been given to the Servicer by the Indenture Trustee; provided, that no Servicer Termination Event will result from Administrative Agent (acting at the breach by the Servicer of any covenant for which (A) the purchase direction of the affected Receivable is specified as Required Lending Groups) or the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orBorrower;
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; or
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(e4) Any representation, warranty or statement of the Servicer made in this Agreement or any other Basic Agreement or in any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeAdministrative Agent or the Borrower, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured;
(5) The occurrence of an Insolvency Event with respect to the Servicer; providedor
(6) Without duplication of any of the foregoing, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above a Termination Event shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall occurred and be extended for an additional sixty (60) calendar dayscontinuing.
Appears in 1 contract
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds Noteholder or to the Trust Paying Agent for distribution to any Residual Certificateholder, or for deposit into the Collection Account or the Series 2015-B Spread Account, any payment required to be so delivered under the terms of this Agreement that Agreement, which failure continues unremedied for a period of two (2) Business Days (one Business Day with respect to the payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery earlier of such failure (i) knowledge thereof by a Responsible Officer of the ServicerServicer and (ii) written notice thereof shall have been given to the Servicer by the Indenture Trustee or by Holders of a majority of the aggregate outstanding Note Balance of the Controlling Class; or
(b) Failure by the Servicer to deliver to the Indenture Trustee the Servicer’s Certificate within three days after the date on which such Servicer’s Certificate is required to be delivered under Section 4.9; or
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement or, if the Servicer is CPS, failure of CPS to duly perform any other covenants or agreements of CPS set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, Noteholders and (ii) continues unremedied for a period of forty-five (45) 30 days after the earlier of knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach Trustee or by the Servicer Holders of any covenant for which (A) the purchase a majority of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase aggregate outstanding Note Balance of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) daysControlling Class; or
(d) The commencement by the Servicer occurrence of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer an Insolvency Event with respect to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingSeller; or
(e) Failure on the part of the Servicer to observe its covenants and agreements relating to (i) merger or consolidation or (ii) preservation of its ownership (or security interest) in repossessed Financed Vehicles delivered for sale to dealers; or
(f) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in this Agreement relating to the characteristics of the Receivables), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders Securityholders and, within forty-five (45) 30 days after the earlier of (i) knowledge thereof by a Responsible Officer of the Servicer or (ii) after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrustee or by Holders of a majority of the aggregate outstanding Note Balance of the Controlling Class, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Servicer Termination Event. For purposes of this Agreement, each Any one of the following events shall constitute be a “Servicer Termination Event”:
: (a) Any any failure (i) by the Servicer to deliver remit to the Indenture Trustee for distribution Note Administrator the amount required to Noteholders be so remitted by the Servicer on any proceeds Remittance Date pursuant to Section 3.03(b)(x) of this Agreement, which continues unremedied by the Servicer by 11:00 a.m. on the following Business Day, (ii) by the Special Servicer to remit to the Issuer or its nominee any payment required to be so delivered remitted by the Servicer or the Special Servicer, as the case may be, under the terms of this Agreement that Agreement, when and as due which continues unremedied by the Servicer or the Special Servicer, as the case may be, for a period of two (2) Business Days after the date on which such remittance was due, or (one Business Day with respect to payment of Purchase Amountsiii) after written notice is received by the Servicer from to remit to the Indenture Trustee Seller or a Companion Participation Holder any payment required to be so remitted by the Servicer under the terms of this Agreement, when and as due which continues unremedied by the Servicer for a period of two (2) Business Days after discovery of the date on which such failure by a Responsible Officer of the Servicerremittance was due; or
or (b) Failure any failure by the Advancing Agent to make a Servicing Advance in a circumstance that Section 5.02(c) of this Agreement requires termination of the Special Servicer; (c) any failure on the part of the Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth or the Special Servicer, as the case may be, contained in this Agreement, which or any representation or warranty set forth by the Servicer or the Special Servicer, as the case may be, in Section 7.01 shall be untrue or incorrect in any material respect, and, in either case, such failure (i) or breach materially and adversely affects the rights value of Noteholdersany Commercial Real Estate Loan or the priority of the lien on any Commercial Real Estate Loans or the interest of the Issuer therein, and (ii) which in either case continues unremedied for a period of forty-five thirty (4530) days after knowledge thereof by the Servicer or after the date on which written notice of such failurefailure or breach, requiring the same to be remedied, shall have been given to the Servicer or the Special Servicer, as the case may be, by the Indenture Trustee; provided, that no Servicer Termination Event will result from Issuer (or the breach Trustee acting on behalf of the Issuer) (or such extended period of time approved by the Servicer of any covenant for which Issuer (A) or the purchase Trustee acting on behalf of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (BIssuer) such purchase of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; or
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of provided that the Servicer or of any substantial part of its property the Special Servicer, as the case may be, is diligently proceeding in good faith to cure such failure or the making by the Servicer of an assignment for the benefit of creditors breach); or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days00000000.
Appears in 1 contract
Samples: Servicing Agreement (Granite Point Mortgage Trust Inc.)
Servicer Termination Event. For purposes of this -------------------------- Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Collateral Agent for distribution to Noteholders any proceeds or Secured Parties payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; orTransaction Documents;
(b) Failure on the part of the Servicer duly to observe or perform in any other covenants material respect any covenant or agreements of the Servicer agreement set forth in this AgreementAgreement or any other Transaction Document to which it is a party, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or10 days;
(c) The entry of a decree Any representation, warranty, certification or order for relief statement made by a court the Servicer (including AmeriCredit, if it is the Servicer) or regulatory authority having jurisdiction in respect the Trust, any Seller or any Affiliate of the Servicer Trust or any Seller (in an involuntary case under the federal bankruptcy lawsevent that the Trust, any Seller or such Affiliate is then acting as now the Servicer) in this Agreement, the Receivables Purchase Agreement or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official any of the Servicer, other Transaction Documents or of in any substantial part of its property certificate or ordering the winding up or liquidation report delivered by it pursuant to any of the affairs of the Servicer and the continuance of foregoing shall prove to have been incorrect in any such decree material respect when made or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; ordeemed made;
(d) The commencement by Servicer shall materially modify the Servicer Credit and Collection Policy, unless it has given the Agent prompt notification of such modification and the Agent has determined in its reasonable discretion that such modification is not a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; ormaterial adverse change;
(e) Any representation, warranty or statement The occurrence of a Termination Event listed in Section 6.1 of the Servicer made in this Security Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause item (a), (b), (c), (d), (g), (h), (k)(ii), (o), (p)(i), (r), (u) or (ev) above in the definition thereof in the Security Agreement;
(f) Any Event of Bankruptcy shall occur with respect to the Servicer or any of its Subsidiaries or Affiliates;
(g) There shall have been caused by occurred a Force Majeure EventMaterial Adverse Effect with respect to the Servicer since the end of the last fiscal year ending prior to the date of its appointment as Servicer hereunder or any other event shall have occurred which, in the grace period referred commercially reasonable judgment of the Agent, materially and adversely affects the Servicer's ability to in such clause shall be extended for an additional sixty (60) calendar days.either collect the Receivables or to perform under this Agreement; and
Appears in 1 contract
Samples: Servicing and Custodian Agreement (Americredit Corp)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders Securityholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or the Note Insurer (unless an Insurer Default shall have occurred and be continuing) or after discovery of such failure by a Responsible Officer officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trustee and the Note Insurer (so long as an Insurer Default shall not have occurred and be continuing), the Servicer's Certificate within five days after the date on which such Servicer's Certificate is required to be delivered, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 9.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersSecurityholders (determined without regard to the availability of funds under the Policy), or of the Note Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (1) to the Servicer by the Indenture Trustee; provided, that no Trustee or the Note Insurer or (2) to the Servicer Termination Event will result from and to the breach Trustee and the Note Insurer by the Servicer Holders of any covenant for which (A) the purchase Class A Notes evidencing not less than 25% of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase outstanding principal balance of the affected Receivable has Class A Notes or, after the Class A Notes have been consummated; orpaid in full and all outstanding Reimbursement Obligations and other amounts due to the Note Insurer have been paid in full, by the Holders of Class B Notes evidencing not less than 25% of the outstanding principal balance of the Class B Notes;
(cd) The entry of a decree or order for relief by a court or regulatory agency or supervisory authority having jurisdiction in respect the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in an involuntary case under or the federal bankruptcy lawsSeller (or, so long as now or hereafter in effectCPS is Servicer, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official any of the Servicer's Affiliates) in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities, or of any substantial part of its property similar proceedings, or ordering for the winding up or liquidation of the affairs of the Servicer its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer or the Seller (or, so long as CPS is Servicer, any of the Servicer's Affiliates) to the appointment of or taking possession by a receiver, liquidator, assigneeconservator, trustee, custodianreceiver or liquidator in any bankruptcy, sequestrator insolvency, readjustment of debt, marshalling of assets and liabilities, or other similar official proceedings of or relating to the Servicer or the Seller (or, so long as CPS is Servicer, any of the Servicer's Affiliates) of or relating to substantially all of its property; or the Servicer or the Seller (or, so long as CPS is Servicer, any of the Servicer's Affiliates) or the Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any substantial part of its property applicable insolvency or the making by the Servicer of reorganization statute, make an assignment for the benefit of creditors its creditors, or the failure by the Servicer generally to pay voluntarily suspend payment of its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingobligations; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders Securityholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given (1) to the Servicer by the Indenture TrusteeTrustee or the Note Insurer or (2) to the Servicer and to the Trustee and the Note Insurer by the Holders of Class A Notes evidencing not less than 25% of the outstanding principal balance of the Class A Notes or, after the Class A Notes have been paid in full and all outstanding Reimbursement Obligations and other amounts due to the Note Insurer have been paid in full, by the Holders of Class B Notes evidencing not less than 25% of the outstanding principal balance of the Class B Notes, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Note Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14; or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default or under any delay or failure other Insurance and Indemnity Agreement relating to any Series an Event of performance referred to in clause (a), (b) or (e) above Default thereunder shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Servicer Termination Event. For purposes of this Agreement, -------------------------- each of the following shall constitute a “"Servicer Termination Event”:": --------------------------
(a) Any failure by the Servicer to deliver deliver, or cause to be delivered, to the Indenture Trustee for distribution to Noteholders any proceeds or payment payments required to be so delivered under the terms of this Agreement Agreement, the Notes or any other Basic Document to which it is a party (including deposits of the Purchase Amount pursuant to Section 3.2 and Section 4.6) that continues unremedied for a period of two one (21) Business Days Day after the earliest to occur of (one Business Day with respect to payment of Purchase Amountsx) after the date on which written notice is received by the Servicer from the Indenture Trustee or after (unless an Insurer Default shall have occurred and be continuing) the Insurer, (y) discovery of such failure by a Responsible an Authorized Officer of the Servicer or (z) a period of ten (10) Business Days;
(b) Failure by the Servicer to deliver, or cause to be delivered, to the Trustee and the Insurer the Servicer's Certificate by the Determination Date prior to the related Payment Date that continues unremedied for a period of one (1) Business Day or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 9.3(a) or in Section 4.12(f); or
(bc) Failure on the part of the Servicer duly to observe or perform any other covenants covenant, agreement or agreements obligation (including, any financial obligation) of the Servicer set forth in this Agreement (or, as to TFC, if TFC is the Servicer, the Purchase Agreement, the Notes or any other Basic Documents to which it is a party), which failure (i) materially would have a material adverse effect on the Noteholders (determined without regard to the availability of funds under the Note Policy), the Insurer (unless an Insurer Default shall have occurred and adversely affects be continuing) or the rights of NoteholdersTrust Property, and (ii) if capable of remedy, continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or after earlier to occur of (x) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to received by an Authorized Officer of the Servicer by the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach Trust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing by any Noteholder or group of Noteholders evidencing not less than 25% of the Servicer principal balance of any covenant for which the Notes) or (Ay) the purchase discovery of such failure by an Authorized Officer of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedServicer; or
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer (or if TFC or an Affiliate of the Seller is the Servicer, the Seller) in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer (or if TFC or an Affiliate of the Seller is the Servicer, the Seller) or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and (or if TFC or an Affiliate of the continuance of any such decree or order unstayed and in effect for a period of sixty (60Seller is the Servicer, the Seller) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer (or if TFC or an Affiliate of the Seller is the Servicer, the Seller) of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer (or if TFC or an Affiliate of the Seller is the Servicer, the Seller) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer (or if TFC or an Affiliate of the Seller is the Servicer, the Seller) or of any substantial part of its property or the making by the Servicer (or if TFC or an Affiliate of the Seller is the Servicer, the Seller) of an assignment for the benefit of creditors or the failure by the Servicer (or if TFC or an Affiliate of the Seller is the Servicer, the Seller) generally to pay its debts as such debts become due or the admission by the Servicer of its inability to pay its debts generally as they become due or the taking of corporate action by the Servicer (or if TFC or an Affiliate of the Seller is the Servicer, the Seller) in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of certification made by the Servicer made in this Agreement or any other Basic Document or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and (i) the incorrectness of such representation, warranty or statement certification has a material adverse effect on the Issuerinterests or rights of the Trust, the Holding Trust Insurer or the Noteholders in the Trust Property, including the Receivables and, within forty-five (45ii) if capable of remedy, continues unremedied for a period of 30 days after knowledge the earlier to occur of (x) discovery thereof by an Authorized Officer of the Servicer or after (y) the delivery of written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrustee or the Insurer (or, if an Insurer Default shall have occurred and be continuing by any Noteholder or group of Noteholders evidencing not less than 25% of the circumstances or condition in respect principal balance of which such representation, warranty or statement was incorrect the Notes); or
(g) So long as an Insurer Default shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause occurred and be continuing and (a)) there are Notes outstanding, (b) any amounts due to the Insurer remain unpaid or (ec) above the Note Policy has not expired in accordance with its terms, an Insurance Agreement Event of Default shall have been caused occurred; or
(h) The existence in any audit of the Servicer required to be provided hereunder of a material exception which may have a material adverse effect on the Noteholders, the Trust Property or the Insurer, as determined under Section 1.7 by the Insurer in the reasonable exercise of its judgment; or
(i) The Servicer (if TFC is the Servicer) shall fail to pay any principal, premium or interest on any indebtedness in excess of $1,000,000 (the "Indebtedness") or greater, when the same becomes due and payable (whether by ------------ scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue uncured and unwaived after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Servicer or any other similar event, shall occur and shall continue uncured and unwaived after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a Force Majeure Eventregularly scheduled required prepayment) prior to the stated maturity thereof; or
(j) So long as an Insurer Default shall not have occurred and be continuing and (a) there are Notes outstanding, (b) any amounts due to the Insurer remain unpaid or (c) the Note Policy has not expired in accordance with its terms, the grace period referred Insurer shall not have delivered a Servicer Extension Notice pursuant to in such clause shall be extended for an additional sixty Section 4.13; or
(60k) calendar daysSo long as TFC is the Servicer hereunder, the failure of TFC Enterprises, Inc. to own 100% of the capital stock of the Servicer.
Appears in 1 contract
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders Securityholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer's Certificate by the fourth Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 9.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersSecurityholders (determined without regard to the availability of funds under the Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orSecurityholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders Securityholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Securityholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14; or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default or under any delay or failure other Insurance and Indemnity Agreement relating to any Series an Event of performance referred to in clause (a), (b) or (e) above Default thereunder shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty occurred; or
(60i) calendar daysA claim is made under any Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or the Insurer (unless an Insurer Default shall have occurred and be continuing) or after discovery of such failure by a Responsible Officer of the Servicer; or
(b) Failure by the Servicer to deliver to the Trustee and the Insurer (so long as an Insurer Default shall not have occurred and be continuing), the Servicer's Certificate on the date on which such Servicer's Certificate is required to be delivered, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 9.3(a); or
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (1) to the Servicer by the Indenture Trustee; providedTrustee or the Insurer or (2) to the Servicer, that no Servicer Termination Event will result from the breach Trustee and the Controlling Party by the Servicer Holders of any covenant for which (A) the purchase Notes evidencing not less than 25% of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase Outstanding Amount of the affected Receivable has been consummatedNotes; or
(cd) The entry of a decree or order for relief by a court or regulatory agency or supervisory authority having jurisdiction in respect the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in an involuntary case under or the federal bankruptcy lawsSeller (or, so long as now or hereafter in effectCPS is Servicer, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official any of the Servicer's Affiliates) in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities, or of any substantial part of its property similar proceedings, or ordering for the winding up or liquidation of the affairs of the Servicer its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days days, or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; or
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other another present or future, federal or state, state bankruptcy, insolvency or similar law, law with respect to the Servicer (or the Purchaser or any other Affiliate of CPS, if CPS is the Servicer, if applicable) and such case is not dismissed within 60 days; PROVIDED, HOWEVER, that none of the events described in this clause (d) shall constitute a Servicer Termination Event if it relates solely to an Affiliate of the Servicer that is currently the subject of any such proceeding or receivership described above; or
(e) The consent by the Servicer or the Seller (or, so long as CPS is Servicer, any of the Servicer's Affiliates) to the appointment of or taking possession by a receiver, liquidator, assigneeconservator, trustee, custodianreceiver or liquidator in any bankruptcy, sequestrator insolvency, readjustment of debt, marshalling of assets and liabilities, or other similar official proceedings of or relating to the Servicer or the Seller (or, so long as CPS is Servicer, any of the Servicer's Affiliates) of or relating to substantially all of its property; or the Servicer or the Seller (or, so long as CPS is Servicer, any of the Servicer's Affiliates) shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any substantial part of its property applicable insolvency or the making by the Servicer of reorganization statute, make an assignment for the benefit of creditors its creditors, or voluntarily suspend payment of its obligations PROVIDED, HOWEVER, that none of the failure by events described in this clause (e) shall constitute a Servicer Termination Event if it relates solely to an Affiliate of the Servicer generally to pay its debts as such debts become due or that is the taking of corporate action by currently the Servicer in furtherance subject of any of the foregoingsuch proceeding or receivership described above; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in this Agreement relating to the characteristics of the Receivables), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given (1) to the Servicer by the Indenture TrusteeTrustee or the Controlling Party or (2) to the Servicer and to the Trustee and the Controlling Party by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) the Controlling Party shall not have delivered a Servicer Extension Notice pursuant to Section 4.15; or
(h) So long as an Insurer Default shall not have occurred and be continuing, however, that if any delay or failure an Insurance Agreement Event of performance referred to in clause (a), (b) or (e) above Default shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement (or, if AFL is the Servicer, the Purchase Agreement) that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or (unless an Insurer Default shall have occurred and be continuing) the Security Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or
(b) Failure by the Servicer to deliver to the Indenture Trustee, the Owner Trustee and (so long as an Insurer Default shall not have occurred and be continuing) the Security Insurer, the Servicer's Certificate by the fourth Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 7.2(a); or
(c) 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, if AFL is the Servicer, the Purchase Agreement), which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Security Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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, the Indenture Trustee; providedTrustee or the Security Insurer (or, that no Servicer Termination Event will result from the breach by the Servicer of if an Insurer Default shall have occurred and be continuing, any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedNoteholder); or
(ci) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty 60 days; or (60ii) daysthe entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer or the Seller in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or the Seller or of any substantial part of their respective properties or ordering the winding up or liquidation of the affairs of the Servicer or the Seller; or
(de) The commencement by the Servicer or the Seller of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer or the Seller to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or the Seller or of any substantial part of its property or the making by the Servicer or the Seller of an assignment for the benefit of creditors or the failure by the Servicer or the Seller generally to pay its debts as such debts become due or the taking of corporate action by the Servicer or the Seller in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer or the Seller made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in Section 2.5(a)), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer or the Seller by the Owner Trustee, the Indenture TrusteeTrustee or the Security Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Security Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 3.14 (in which case the Servicer Termination Event will be deemed to have occurred as of the last day of the term of the most recent Servicer Extension Notice received); or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if any delay or failure an Insurance Agreement Event of performance referred to in clause (a), (b) or (e) above Default shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Arcadia Receivables Finance Corp)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deposit to the Collection Account any amount required to be deposited therein or to purchase any Receivable required to be purchased by it.
(b) Failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be so delivered under continuing) the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received Insurer the Servicer’s Certificate by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; orDetermination Date;
(bc) Failure on the part of the Servicer or the Transferor duly to observe or perform any other covenants or agreements of the Servicer or Transferor, as applicable, set forth in this AgreementAgreement or under any other Basic Documents to which it is a party, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after the earlier of (x) knowledge thereof by the Servicer or after the Transferor, as applicable, or (y) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or the Transferor by the Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing, by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer Servicer, the Transferor or United Pan Am Financial Corp. in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, the Transferor or United Pan Am Financial Corp. or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer Servicer, the Transferor or United Pan Am Financial Corp. and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer or United Pan Am Financial Corp. of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer or United Pan Am Financial Corp. to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer or United Pan Am Financial Corp. of an assignment for the benefit of creditors or the failure by the Servicer or United Pan Am Financial Corp. generally to pay its debts as such debts become due or the taking of corporate action by the Servicer or United Pan Am Financial Corp. in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the IssuerTrust, the Holding Trust Insurer or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeveran Insurance Agreement Event of Default occurs;
(h) So long as an Insurer Default shall not have occurred and be continuing, the Insurer shall have delivered a Servicer Non-Renewal Notice pursuant to Section 4.14;
(i) A claim is made under the Note Policy;
(j) Any failure by the Servicer to deliver to the Trustee for distribution to Noteholders any proceeds or payment required to be so delivered that if any delay continues unremedied for a period of two Business Days (or failure of performance referred one Business Day with respect to in clause (a), (bPurchase Amounts) after knowledge thereof by the Servicer or (e) above after written notice thereof shall have been caused given to the Servicer by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.Trustee or the Insurer; or
Appears in 1 contract
Samples: Sale and Servicing Agreement (UPFC Auto Receivables Trust 2005-B)
Servicer Termination Event. For purposes of this Agreement, each of the following shall will constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or (unless an Insurer Default has occurred and is continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver the Servicer’s Certificate by the Determination Date;
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this AgreementAgreement or, if the Servicer is Triad, failure of Triad duly to perform any other covenants or agreements of Triad set forth in the Purchase Agreement which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default has occurred and is continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have has been given to the Servicer by the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days Issuer or the commencement of Insurer (or, if an involuntary case under the federal bankruptcy lawsInsurer Default has occurred and is continuing, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; orby any Noteholder);
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer An Insolvency Event has occurred with respect to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; orServicer;
(e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall will prove to be incorrect in any material respect as of the time when the same shall will have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the IssuerTrust, the Holding Trust Insurer or the Noteholders Noteholders’ interests and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall will have been given to the Servicer by the Indenture TrusteeTrustee or the Insurer (or, if an Insurer Default has occurred and is continuing, a Noteholder), the circumstances or condition conditions in respect of which such representation, warranty or statement was incorrect shall will not have been eliminated or otherwise cured;
(f) So long as no Insurer Default has occurred and is continuing, an Insurance Agreement Event of Default occurs;
(g) A claim is made under the Note Policy; provided, however, that if any delay or failure or
(h) The occurrence of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, Trigger Event under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysInsurance Agreement.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Triad Financial Special Purpose LLC)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer's Certificate by the fourth Business Day prior to the Insured Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14; or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default or under any delay or failure other Insurance and Indemnity Agreement relating to any Series an Event of performance referred to in clause (a), (b) or (e) above Default thereunder shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement (or, if AFL is the Servicer, the Purchase Agreement) that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or (unless an Insurer Default shall have occurred and be continuing) the Security Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver the Servicer's Certificate to the Indenture Trustee, the Issuer, the Administrative Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Security Insurer by 5:00 p.m., New York City time on the fifth Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 5.2(a);
(c) 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, if AFL is the Servicer, the Purchase Agreement), which failure (i) materially and adversely affects the rights of Noteholdersthe Issuer (determined without regard to the availability of funds under the Note Policy), or of the Security Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Issuer, the Administrative Agent, the Indenture Trustee; provided, that no Servicer Termination Event will result from Trustee or the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orSecurity Insurer;
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer or the Seller in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or the Seller or of any substantial part of its property their respective properties or ordering the winding up or liquidation of the affairs of the Servicer or the Seller and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or;
(de) The commencement by the Servicer or the Seller of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer or the Seller to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or the Seller or of any substantial part of its property or the making by the Servicer or the Seller of an assignment for the benefit of creditors or the failure by the Servicer or the Seller generally to pay its debts as such debts become due or the taking of corporate action by the Servicer or the Seller in furtherance of any of the foregoing; or;
(ef) Any representation, warranty or statement of the Servicer or the Seller made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust Issuer or the Noteholders Security Insurer and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer or the Seller by the Issuer, the Administrative Agent, the Indenture TrusteeTrustee or the Security Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided;
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Security Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 3.14;
(h) So long as an Insurer Default shall not have occurred and be continuing, that if any delay or failure an Insurance Agreement Event of performance referred to in clause (a), (b) or (e) above Default shall have been caused by a Force Majeure Event, occurred;
(i) A claim is made under the grace period referred Note Policy; or
(j) A servicer termination event or like event shall occur in any other securitization with respect to in such clause shall be extended for an additional sixty (60) calendar dayswhich AFL or any of its Affiliates is acting as servicer.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Arcadia Financial LTD)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Certificateholders or Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2or, if OFL is the Servicer, the Purchase Agreement);
(b) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received Failure by the Servicer from to deliver to the Indenture Trustee, the Owner Trustee and JPMD the Servicer's Certificate by the third Business Day prior to the Distribution Date, or after discovery of such failure by a Responsible Officer on the part of the Servicer; orServicer to observe its covenants and agreements set forth in Section 7.2(a);
(bc) Failure on the part of the Servicer or the Seller duly to observe or perform in any material respect any other covenants or agreements of the Servicer or the Seller set forth in this Agreement (or, if OFL is the Servicer, the Purchase Agreement), which failure (i) materially and adversely affects the rights of Noteholders, Certificateholders or Noteholders and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or the Seller by the Owner Trustee, the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of Trustee or any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or
(c) The entry of a decree Certificateholder or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; orNoteholder;
(d) The commencement by occurrence of an Insolvency Event with respect to the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, Seller or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; orServicer;
(e) Any representation, warranty or statement of the Servicer or the Seller made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in Section 2.5(a)), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer or the Seller by the Owner Trustee, the Indenture TrusteeTrustee or a Certificateholder or Noteholder, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure or
(f) An Event of performance referred to in clause (a), (b) or (e) above Default under the Indenture shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysoccurred.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Olympic Financial LTD)
Servicer Termination Event. For purposes of this Agreement, -------------------------- each of the following shall constitute a “"Servicer Termination Event”:": --------------------------
(a) Any failure by the Servicer to deliver deliver, or cause to be delivered, to the Indenture Trustee for distribution to Noteholders any proceeds or payment payments required to be so delivered under the terms of this Agreement Agreement, the Notes or any other Basic Document to which it is a party (including deposits of the Purchase Amount pursuant to Section 3.2 and Section 4.6) that continues unremedied for a period of two one (21) Business Days Day after the earlier to occur of (one Business Day with respect to payment of Purchase Amountsx) after the date on which written notice is received by the Servicer from the Indenture Trustee or after (unless an Insurer Default shall have occurred and be continuing) the Insurer, or (y) discovery of such failure by a Responsible an Authorized Officer of the Servicer; or
(b) Failure by the Servicer to deliver, or cause to be delivered, to the Trustee and (so long as an Insurer Default shall not have occurred and be continuing and (a) there are Notes outstanding, (b) any amounts due to the Insurer remain unpaid or (c) the Note Policy has not expired in accordance with its terms) the Insurer the Servicer's Certificate by the Determination Date prior to the related Payment Date that continues unremedied for a period of one (1) Business Day or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 9.3(a) or in Section 4.12(f); or
(c) Failure on the part of the Servicer duly to observe or perform any other covenants covenant, agreement or agreements obligation (including, any financial obligation) of the Servicer set forth in this Agreement (or, as to TFC, if TFC is the Servicer, the Purchase Agreement, the Notes or any other Basic Documents to which it is a party), which failure (i) materially would have a material adverse effect on the Noteholders (determined without regard to the availability of funds under the Note Policy), the Insurer (unless an Insurer Default shall have occurred and adversely affects be continuing) or the rights of NoteholdersTrust Property, and (ii) if capable of remedy, continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or after earlier to occur of (x) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to received by an Authorized Officer of the Servicer by the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach Trust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing by any Noteholder or group of Noteholders evidencing not less than 25% of the Servicer principal balance of any covenant for which the Notes) or (Ay) the purchase discovery of such failure by an Authorized Officer of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedServicer; or
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer (or if TFC or an Affiliate of the Seller is the Servicer, the Seller) in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer (or if TFC or an Affiliate of the Seller is the Servicer, the Seller) or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and (or if TFC or an Affiliate of the continuance of any such decree or order unstayed and in effect for a period of sixty (60Seller is the Servicer, the Seller) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer (or if TFC or an Affiliate of the Seller is the Servicer, the Seller) of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer (or if TFC or an Affiliate of the Seller is the Servicer, the Seller) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer (or if TFC or an Affiliate of the Seller is the Servicer, the Seller) or of any substantial part of its property or the making by the Servicer (or if TFC or an Affiliate of the Seller is the Servicer, the Seller) of an assignment for the benefit of creditors or the failure by the Servicer (or if TFC or an Affiliate of the Seller is the Servicer, the Seller) generally to pay its debts as such debts become due or the admission by the Servicer of its inability to pay its debts generally as they become due or the taking of corporate action by the Servicer (or if TFC or an Affiliate of the Seller is the Servicer, the Seller) in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of certification made by the Servicer made in this Agreement or any other Basic Document or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and (i) the incorrectness of such representation, warranty or statement certification has a material adverse effect on the Issuerinterests or rights of the Trust, the Holding Trust Insurer or the Noteholders in the Trust Property, including the Receivables and, within forty-five (45ii) if capable of remedy, continues unremedied for a period of 30 days after knowledge the earlier to occur of (x) discovery thereof by an Authorized Officer of the Servicer or after (y) the delivery of written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrustee or the Insurer (or, if an Insurer Default shall have occurred and be continuing by any Noteholder or group of Noteholders evidencing not less than 25% of the circumstances or condition in respect principal balance of which such representation, warranty or statement was incorrect the Notes); or
(g) So long as an Insurer Default shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause occurred and be continuing and (a)) there are Notes outstanding, (b) any amounts due to the Insurer remain unpaid or (ec) above the Note Policy has not expired in accordance with its terms, an Insurance Agreement Event of Default shall have been caused occurred; or
(h) The existence in any audit of the Servicer required to be provided hereunder of a material exception which may have a material adverse effect on the Noteholders, the Trust Property or the Insurer, as determined under Section 1.7 by the Insurer in the reasonable exercise of its judgment; or
(i) The Servicer (if TFC is the Servicer) shall fail to pay any principal, premium or interest on any indebtedness in excess of $1,000,000 (the "Indebtedness") or greater, when the same becomes due and payable (whether by ------------- scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue uncured and unwaived after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Servicer or any other similar event, shall occur and shall continue uncured and unwaived after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a Force Majeure Eventregularly scheduled required prepayment) prior to the stated maturity thereof; or
(j) So long as an Insurer Default shall not have occurred and be continuing and (a) there are Notes outstanding, (b) any amounts due to the Insurer remain unpaid or (c) the Note Policy has not expired in accordance with its terms, the grace period referred Insurer shall not have delivered a Servicer Extension Notice pursuant to in such clause shall be extended for an additional sixty Section 4.13; or
(60k) calendar daysSo long as TFC is the Servicer hereunder, the failure of TFC Enterprises, Inc. to own 100% of the capital stock of the Servicer.
Appears in 1 contract
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by If any Servicer Termination Event shall have occurred, so long as the Servicer Termination Event has not been remedied, either the Indenture Trustee or the Holders of Notes evidencing more than 50% of the Outstanding Principal Amount of all Notes, by notice then given to deliver the Servicer and the Owner Trustee (and to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered if given by the Noteholders) (a “Termination Notice”), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by and the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; orother Basic Documents.
(b) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; or
(d) The commencement After receipt by the Servicer of a voluntary case Termination Notice, and on the date that a Successor Servicer is appointed by the Indenture Trustee pursuant to Section 6.02, all authority and power of the Servicer under this Agreement will pass to and be vested in the federal bankruptcy lawsSuccessor Servicer (a “Servicing Transfer”); and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as now attorney-in-fact or hereafter otherwise, all documents and other instruments upon the failure of the 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 Servicing Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecteffecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, or any other present or futureincluding the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, federal or state, bankruptcy, insolvency or similar law, or the consent including all authority over all Collections that are held by the Servicer for deposit on the date of transfer, or that have been deposited by the Servicer, in the Collection Account, or that thereafter are received with respect to the appointment of or taking possession by a receiverReceivables, liquidatorand in assisting the Successor Servicer. The Servicer will within 20 Business Days transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and will promptly transfer to the Successor Servicer all other records, assignee, trustee, custodian, sequestrator or other similar official correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise curedreasonably requests; provided, howeverthat the Servicer shall not be required to transfer any licensed software or trademarked products to the Successor Servicer. To the extent that compliance with this Section requires the Servicer to disclose to the Successor Servicer information of any kind which the Servicer deems to be confidential, that if any delay the Successor Servicer will enter into such customary licensing and confidentiality agreements as the Servicer deems reasonably necessary to protect its interests. The Successor Servicer shall not be responsible for acts or failure errors of performance referred the predecessor Servicer, and will not be responsible to pay the fees and disbursements described in clause (aSection 3.02(b)(i), (b) to make any advances of delinquent interest, to repurchase Receivables, or (e) above shall have been caused by a Force Majeure Event, to pay any taxes on behalf of the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysIssuer.
Appears in 1 contract
Samples: Transfer and Servicing Agreement (GMF Floorplan Owner Revolving Trust)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”"SERVICER TERMINATION EVENT":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders the Securityholders and the Note Insurer or for deposit into the Collection Account or the Series 2008-A Spread Account any proceeds or payment required to be so delivered under the terms of this Agreement that Agreement, which failure continues unremedied for a period of two (2) Business Days (one Business Day with respect to the payment of Purchase Amounts) after the earlier of knowledge thereof by the Servicer or after written notice is received by the Servicer from the Indenture Trustee or the Controlling Party, or after discovery of such failure by a Responsible Officer of the Servicer; or
(b) Failure by the Servicer to deliver to the Trustee and the Note Insurer (so long as an Insurer Default shall not have occurred and be continuing), the Servicer's Certificate within three days after the date on which such Servicer's Certificate is required to be delivered under Section 4.9, or failure on the part of the Servicer to observe or perform its covenants and agreements set forth in Section 9.3(a); or
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement or, if the Servicer is CPS, failure of CPS to duly perform any other covenants or agreements of CPS set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), the Note Insurer (unless an Insurer Default shall have occurred and be continuing) or the Residual Certificateholders (after the Notes have been paid in full and all other amounts owed to the Note Insurer have been paid in full and the Note Policy has expired in accordance with its terms), and (ii) continues unremedied for a period of forty-five (45) 30 days after the earlier of knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (1) to the Servicer by the Indenture Trustee; providedTrustee or the Note Insurer or (2) or, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant if an Insurer Default shall have occurred and be continuing, to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation Trustee and the Note Insurer by each of the affairs Holders of Notes evidencing not less than 25% of the Servicer aggregate outstanding Note Balance of each Class of Notes or, after the Notes have been paid in full and all amounts due to the continuance of any such decree or order unstayed and Note Insurer have been paid in effect for a period of sixty (60) consecutive days or full, by the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) daysMajority Certificateholders; or
(d) The commencement by the Servicer occurrence of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer an Insolvency Event with respect to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment Seller (or, for the benefit of creditors or the failure by the Servicer generally to pay its debts so long as such debts become due or the taking of corporate action by the Servicer in furtherance of CPS is Servicer, any of the foregoingSpecified Affiliates); or
(e) Failure on the part of the Servicer to observe its covenants and agreements relating to (a) merger or consolidation or (b) preservation of its ownership (or security interest) in repossessed Financed Vehicles delivered for sale to dealers; or
(f) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in this Agreement relating to the characteristics of the Receivables), and the incorrectness of such representation, warranty or statement has a material adverse effect on the IssuerTrust, the Holding Trust Note Insurer or the Noteholders Securityholders and, within forty-five (45) 30 days after the earlier of knowledge thereof by the Servicer or after written notice thereof shall have been given (1) to the Servicer by the Indenture TrusteeCollateral Agent, the Trustee or the Note Insurer or (2) if an Insurer Default shall have occurred and be continuing, to the Servicer and to the Trustee and the Note Insurer by each of the Holders of Notes evidencing not less than 25% of the aggregate outstanding Note Balance of each Class of Notes or, after the Notes have been paid in full and all amounts due to the Note Insurer have been paid in full, by the Majority Certificateholders, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Note Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14; or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if any delay or failure an Insurance Agreement Event of performance referred to in clause (a), (b) or (e) above Default shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”"SERVICER TERMINATION EVENT":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for deposits into the Collection Account or to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so deposited or delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one (1) Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible an Authorized Officer of the Servicer; or.
(b) Failure by the Servicer to deliver to the Indenture Trustee and (so long as an Insurer Default shall not have occurred and be continuing), the Insurer (i) the Servicer's Certificate required by SECTION 3.9 on any Determination Date, (ii) any annual statement as to compliance pursuant to SECTION 3.10, in each case within five (5) Business Days after the date such annual statement is required to be delivered and (iii) any Accountant's Report pursuant to SECTION 3.11; or
(c) Failure on the part of the Servicer to observe its covenants and agreements set forth in SECTION 8.2(a) or repudiation by the Servicer of any of its covenants and agreements in this Agreement; or
(d) Failure or failures on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure or failures, individually or in the aggregate, (i) materially and adversely affects affect the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or the Insurer (unless an Insurer Default shall have occurred and be continuing) and (ii) continues continue unremedied for a period of forty-five sixty (4560) days after the earlier of actual knowledge thereof by a Responsible Officer of the Servicer or after the date on which written notice of such failurefailure or failures, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee, the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach Insurer (or if an Insurer Default shall have occurred and be continuing, by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; or
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingNote Majority; or
(e) The occurrence of an Insolvency Event with respect to the Servicer; or
(f) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, representation or warranty or statement has a material adverse effect on the Issuer, the Holding Trust Noteholders or the Noteholders Insurer and, within forty-five thirty (4530) days after the earlier of knowledge thereof by a Responsible Officer of the Servicer or after the date written notice thereof shall have been given to the Servicer by the Owner Trustee, the Indenture Trustee, the Insurer (or, if an Insurer Default shall have occurred and be continuing, the Note Majority), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Insurer shall not have delivered a Servicer Extension Notice pursuant to SECTION 3.19; or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default or under any delay or failure other Insurance and Indemnity Agreement relating to any Series (as defined in the Insurance Agreement) an event of performance referred to in clause (a), (b) or (e) above default thereunder shall have been caused by a Force Majeure Event, occurred and be continuing; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Triad Financial Corp)
Servicer Termination Event. For purposes of this -------------------------- Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Collateral Agent for distribution to Noteholders any proceeds or Secured Parties payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; orTransaction Documents;
(b) Failure on the part of the Servicer duly to observe or perform in any other covenants material respect any covenant or agreements of the Servicer agreement set forth in this AgreementAgreement or any other Transaction Document to which it is a party, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five ten (4510) days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; ordays;
(c) The entry of a decree Any representation, warranty, certification or order for relief statement made by a court the Servicer (including AmeriCredit, if it is the Servicer) or regulatory authority having jurisdiction in respect the Trust, any Seller or any Affiliate of the Servicer Trust or any Seller (in an involuntary case under the federal bankruptcy lawsevent that the Trust, any Seller or such Affiliate is then acting as now the Servicer) in this Agreement, the Receivables Purchase Agreement or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official any of the Servicer, other Transaction Documents or of in any substantial part of its property certificate or ordering the winding up or liquidation report delivered by it pursuant to any of the affairs of the Servicer and the continuance of foregoing shall prove to have been incorrect in any such decree material respect when made or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; ordeemed made;
(d) The commencement by Servicer shall materially modify the Servicer Credit and Collection Policy, unless it has given the Note Insurer prompt notification of such modification and the Note Insurer has determined in its reasonable discretion that such modification is not a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; ormaterial adverse change;
(e) Any representation, warranty or statement The occurrence of a Termination and Amortization Event listed in Section 6.1 of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto Security Agreement;
(f) Any Event of Bankruptcy shall prove occur with respect to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) days after knowledge thereof by the Servicer or after written notice thereof any of its Subsidiaries or Affiliates;
(g) There shall have been given occurred a Material Adverse Effect with respect to the Servicer by since the Indenture Trustee, end of the circumstances last fiscal year ending prior to the date of its appointment as Servicer hereunder or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above other event shall have been caused by a Force Majeure Eventoccurred which, in the grace period referred commercially reasonable judgment of the Note Insurer, materially and adversely affects the Servicer's ability to in such clause shall be extended for an additional sixty (60) calendar days.either collect the Receivables or to perform under this Agreement; and
Appears in 1 contract
Samples: Servicing and Custodian Agreement (Americredit Corp)
Servicer Termination Event. For purposes of this Agreement, -------------------------- each of the following shall constitute a “"Servicer Termination Event”:": --------------------------
(a) Any failure by the Servicer to deliver deliver, or cause to be delivered, to the Indenture Trustee for distribution to Noteholders any proceeds or payment payments required to be so delivered under the terms of this Agreement Agreement, the Notes or any other Basic Document to which it is a party (including deposits of the Purchase Amount pursuant to Section 3.2 and Section 4.6) that continues unremedied for a period of two one (21) Business Days Day after the earliest to occur of (one Business Day with respect to payment of Purchase Amountsx) after the date on which written notice is received by the Servicer from the Indenture Trustee or after (unless an Insurer Default shall have occurred and be continuing) the Insurer, (y) discovery of such failure by a Responsible an Authorized Officer of the Servicer or (z) a period of ten (10) Business Days;
(b) Failure by the Servicer to deliver, or cause to be delivered, to the Trustee and the Insurer the Servicer's Certificate by the Determination Date prior to the related Payment Date that continues unremedied for a period of one (1) Business Day or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 9.3(a) or in Section 4.12(f); or
(bc) Failure on the part of the Servicer duly to observe or perform any other covenants covenant, agreement or agreements obligation (including, any financial obligation) of the Servicer set forth in this Agreement (or, as to TFC, if TFC is the Servicer, the Purchase Agreement, the Notes or any other Basic Documents to which it is a party), which failure (i) materially would have a material adverse effect on the Noteholders (determined without regard to the availability of funds under the Note Policy), the Insurer (unless an Insurer Default shall have occurred and adversely affects be continuing) or the rights of NoteholdersTrust Property, and (ii) if capable of remedy, continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or after earlier to occur of (x) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to received by an Authorized Officer of the Servicer by the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach Trust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing by any Noteholder or group of Noteholders evidencing not less than 25% of the Servicer principal balance of any covenant for which the Notes) or (Ay) the purchase discovery of such failure by an Authorized Officer of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedServicer; or
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer (or if TFC or an Affiliate of the TFC is the Servicer, the TFC) in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer (or if TFC or an Affiliate of the TFC is the Servicer, the TFC) or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and (or if TFC or an Affiliate of the continuance of any such decree or order unstayed and in effect for a period of sixty (60TFC is the Servicer, the TFC) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer (or if TFC or an Affiliate of the TFC is the Servicer, the TFC) of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer (or if TFC or an Affiliate of the TFC is the Servicer, the TFC) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer (or if TFC or an Affiliate of the TFC is the Servicer, the TFC) or of any substantial part of its property or the making by the Servicer (or if TFC or an Affiliate of the TFC is the Servicer, the TFC) of an assignment for the benefit of creditors or the failure by the Servicer (or if TFC or an Affiliate of the TFC is the Servicer, the TFC) generally to pay its debts as such debts become due or the admission by the Servicer of its inability to pay its debts generally as they become due or the taking of corporate action by the Servicer (or if TFC or an Affiliate of the TFC is the Servicer, the TFC) in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of certification made by the Servicer made in this Agreement or any other Basic Document or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and (i) the incorrectness of such representation, warranty or statement certification has a material adverse effect on the Issuerinterests or rights of the Trust, the Holding Trust Insurer or the Noteholders in the Trust Property, including the Receivables and, within forty-five (45ii) if capable of remedy, continues unremedied for a period of 30 days after knowledge the earlier to occur of (x) discovery thereof by an Authorized Officer of the Servicer or after (y) the delivery of written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrustee or the Insurer (or, if an Insurer Default shall have occurred and be continuing by any Noteholder or group of Noteholders evidencing not less than 25% of the principal balance of the Notes); or
(g) an Insurance Agreement Event of Default shall have occurred; or
(h) The existence in any audit of the Servicer required to be provided hereunder of a material exception which may have a material adverse effect on the Noteholders, the circumstances Trust Property or condition the Controlling Party, as determined under Section 1.7 by the Insurer in respect the reasonable exercise of which its judgment; or
(i) The Servicer (if TFC is the Servicer) shall fail to pay any principal, premium or interest on any indebtedness in excess of $1,000,000 (the "Indebtedness") or greater, when the same becomes due and payable (whether by ------------ scheduled maturity, required prepayment, acceleration, demand or otherwise) and such representationfailure shall continue uncured and unwaived after the applicable grace period, warranty if any, specified in the agreement or statement was incorrect instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Servicer or any other similar event, shall occur and shall continue uncured and unwaived after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; or
(j) So long as an Insurer Default shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause occurred and be continuing and (a)) there are Notes outstanding, (b) any amounts due to the Insurer remain unpaid or (ec) above shall have been caused by a Force Majeure Eventthe Note Policy has not expired in accordance with its terms, the grace period referred Insurer shall not have delivered a Servicer Extension Notice pursuant to in such clause shall be extended for an additional sixty Section 4.13; or
(60k) calendar daysSo long as TFC is the Servicer hereunder, the failure of TFC Enterprises, Inc. to own 100% of the capital stock of the Servicer.
Appears in 1 contract
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer’s Certificate by the first Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, however, that if any delay or failure an Insurance Agreement Event of performance referred to in clause Default occurs; or
(a), (bh) or (e) above shall have been caused by a Force Majeure Event, A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2004-B-M)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver deliver, or cause to be delivered, to the Indenture Trustee Administrator for distribution pursuant to Noteholders the terms of this Agreement or any Basic Document, any proceeds or payment required to be so delivered by the Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Amount pursuant to Section 4.7) that continues unremedied for a period of two (2) three Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Administrator[, the Insurer] or the Indenture Trustee or after discovery of such failure by a Responsible Officer responsible officer of the Servicer; orServicer (but in no event later than three Business Days after the Servicer is required to make such delivery or deposit);
(b) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this AgreementAgreement or the Basic Documents, which failure (i) materially and adversely affects the rights of Noteholders, Noteholders (determined without regard to the availability of funds under any Series Support) [or the Insurer] and (ii) continues unremedied for a period of forty-five (45) 60 days after knowledge thereof by the Servicer or 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 Administrator[, the Insurer] or the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach Trustee or after discovery thereof by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orServicer;
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or;
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(e) Any representation, warranty or statement certification of the Servicer made in this Agreement or any Basic Document or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, interests of the Holding Indenture Trustee in the Series Trust or the Noteholders Estate and, within forty-five (45) 60 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrustee or the Administrator after discovery thereof by the Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided.
(f) [An Event of Default (as defined in the Insurance Agreement) shall have occurred;] or
(g) [A demand for payment shall be made by the Indenture Trustee under the Note Policy.] Notwithstanding the foregoing, however, that if any a delay in or failure of performance referred to in clause (a)under Section 10.1(a) for a period of three Business Days or under Section 10.1(b) for a period of 60 days, (b) shall not constitute a Servicer Termination Event if such delay or (e) above shall have been failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its obligations in a Force Majeure Eventtimely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Administrator, the grace period referred Indenture Trustee and the Seller with an Officers’ Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to in such clause shall be extended for an additional sixty (60) calendar daysso perform its obligations.
Appears in 1 contract
Samples: Sale and Servicing Agreement (HSBC Auto Receivables Corp)
Servicer Termination Event. For purposes of this Agreement, -------------------------- each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or the Administrative Agent or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent, the Agents and the Administrative Agent the Servicer's Certificate by the second Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 7.3(a);
(c) Failure on the part of the Servicer to duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the Trust or the rights of the Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orTrust Collateral Agent;
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in the definition of "Eligible Receivable"), and the incorrectness of such ------------------- representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, Trust Collateral Agent or the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) If (i) during any period hereafter commencing April 1 and ending the following September 30, howeverthe average of the Servicer Delinquency Ratios for the last day of each of the preceding three Collection Periods exceeds 5.5%, that if any delay or failure of performance referred to in clause (a), (b) or (eii) above during any period hereafter commencing October 1 and ending the following March 31, the average of the Servicer Delinquency Ratios for the last day of each of the preceding three Collection Periods exceeds 6.5%; or
(h) The Administrative Agent shall have been caused by delivered a Force Majeure Event, the grace period referred Servicer Non-Extension Notice pursuant to in such clause shall be extended for an additional sixty Section 4.14; or
(60i) calendar daysThe Loss Ratio exceeds 8%; or
(j) An Event of Default has occurred and is continuing.
Appears in 1 contract
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or the Administrative Agent or after discovery of such failure by a Responsible Officer of the Servicer; or
(b) Failure by the Servicer to deliver to the Trust Collateral Agent, the Agents and the Administrative Agent the Servicer’s Certificate by the second Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 7.3(a); or
(c) Failure on the part of the Servicer to duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the Trust or the rights of the Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedTrust Collateral Agent; or
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in the definition of “Eligible Receivable”), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, Trust Collateral Agent or the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) If (i) during any period hereafter commencing April 1 and ending the following September 30, howeverthe average of the Servicer Delinquency Ratios for the last day of each of the preceding three Collection Periods exceeds 5.5%, that if any delay or failure of performance referred to in clause (a), (b) or (eii) above during any period hereafter commencing October 1 and ending the following March 31, the average of the Servicer Delinquency Ratios for the last day of each of the preceding three Collection Periods exceeds 6.5%; or
(h) The Administrative Agent shall have been caused by not delivered a Force Majeure Event, Servicer Extension Notice pursuant to Section 4.14; or
(i) The Loss Ratio exceeds the grace period referred to in such clause shall be extended for an additional sixty Loss Ratio Trigger; or
(60j) calendar daysAn Event of Default has occurred and is continuing.
Appears in 1 contract
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer’s Certificate by the fourth Business Day prior to the Insured Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14; or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default occurs or an Event of Default under any delay or failure of performance referred other Insurance and Indemnity Agreement relating to in clause (a), (b) or (e) above any other Series shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc)
Servicer Termination Event. For purposes of this -------------------------- Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Collateral Agent for distribution to Noteholders any proceeds or Secured Parties payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; orTransaction Documents;
(b) Failure on the part of the Servicer duly to observe or perform in any other covenants material respect any covenant or agreements of the Servicer agreement set forth in this AgreementAgreement or any other Transaction Document to which it is a party, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or10 days;
(c) The entry of a decree Any representation, warranty, certification or order for relief statement made by a court the Servicer (including AmeriCredit, if it is the Servicer) or regulatory authority having jurisdiction in respect the Trust, any Seller or any Affiliate of the Servicer Trust or any Seller (in an involuntary case under the federal bankruptcy lawsevent that the Trust, any Seller or such Affiliate is then acting as now the Servicer) in this Agreement, the Receivables Purchase Agreement or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official any of the Servicer, other Transaction Documents or of in any substantial part of its property certificate or ordering the winding up or liquidation report delivered by it pursuant to any of the affairs of the Servicer and the continuance of foregoing shall prove to have been incorrect in any such decree material respect when made or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; ordeemed made;
(d) The commencement by Servicer shall materially modify the Credit and Collection Policy, unless it has given the Note Insurer prompt notification of such modification and the Note Insurer has determined in its reasonable discretion that such modification is not a material adverse change;
(e) The occurrence of a Termination and Amortization Event listed in Section 6.1 of the Security Agreement;
(f) Any Event of Bankruptcy shall occur with respect to the Servicer or any of its Subsidiaries or Affiliates;
(g) There shall have occurred a voluntary case under Material Adverse Effect with respect to the federal bankruptcy laws, Servicer since the end of the last fiscal year ending prior to the date of its appointment as now or hereafter in effect, Servicer hereunder or any other present event shall have occurred which, in the commercially reasonable judgment of the Note Insurer, materially and adversely affects the Servicer's ability to either collect the Receivables or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official perform under this Agreement; and
(h) Failure of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(e) Any representation, warranty or statement Subsidiary of the Servicer made to pay when due any amounts due under any agreement to which any such Person is a party and under which any Indebtedness greater than $5,000,000, in this Agreement the case of AmeriCredit or any certificateSubsidiary of AmeriCredit (other than the Debtor), report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust is governed; or the Noteholders and, within forty-five (45) days after knowledge thereof default by the Servicer or after written notice thereof any Subsidiary of the Servicer in the performance of any term, provision or condition contained in any agreement to which any such Person is a party and under which any Indebtedness owing by the Servicer or any Subsidiary of the Servicer greater than such respective amounts was created or is governed, regardless of whether such event is an "event of default" or "default" under any such agreement; or any Indebtedness owing by the Servicer or any Subsidiary of the Servicer greater than such respective amounts shall have been given be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Servicer by the Indenture Trustee, the circumstances or condition in respect date of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysmaturity thereof.
Appears in 1 contract
Samples: Servicing and Custodian Agreement (Americredit Corp)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent the Servicer’s Certificate by the Business Day immediately preceding the related Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Guaranty), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orTrust Collateral Agent;
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc)
Servicer Termination Event. For purposes of this Agreement, each Any one of the following events shall constitute be a “Servicer Termination Event”:
(a) Any any failure (i) by the Servicer to deliver remit to the Indenture Trustee for distribution Note Administrator the amount required to Noteholders be so remitted by the Servicer on any proceeds Remittance Date pursuant to Section 3.03(b)(x) of this Agreement, which continues unremedied by the Servicer by 11:00 a.m. New York Time on the following Business Day, (ii) by the Special Servicer to remit to the Issuer or its nominee any payment required to be so delivered remitted by the Servicer or the Special Servicer, as the case may be, under the terms of this Agreement that Agreement, when and as due which continues unremedied by the Servicer or the Special Servicer, as the case may be, for a period of two (2) Business Days after the date on which such remittance was due, or (one Business Day with respect to payment of Purchase Amountsiii) after written notice is received by the Servicer from to remit to the Indenture Trustee Seller or a Companion Participation Holder any payment required to be so remitted by the Servicer under the terms of this Agreement, when and as due which continues unremedied by the Servicer for a period of two (2) Business Days after discovery of the date on which such failure by a Responsible Officer of the Servicerremittance was due; or
(b) Failure any failure by the Advancing Agent to make a Servicing Advance in a circumstance that Section 5.02(c) of this Agreement requires termination of the Special Servicer;
(c) any failure on the part of the Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth or the Special Servicer, as the case may be, contained in this Agreement, which or any representation or warranty set forth by the Servicer or the Special Servicer, as the case may be, in Section 7.01 shall be untrue or incorrect in any material respect, and, in either case, such failure (i) or breach materially and adversely affects the rights value of Noteholdersany Commercial Real Estate Loan or the priority of the lien on any Commercial Real Estate Loans or the interest of the Issuer therein, and (ii) which in either case continues unremedied for a period of forty-five thirty (4530) days after knowledge thereof by the Servicer or after the date on which written notice of such failurefailure or breach, requiring the same to be remedied, shall have been given to the Servicer or the Special Servicer, as the case may be, by the Indenture Trustee; provided, that no Servicer Termination Event will result from Issuer (or the breach Trustee acting on behalf of the Issuer) (or such extended period of time approved by the Servicer of any covenant for which Issuer (A) or the purchase Trustee acting on behalf of the affected Receivable is specified Issuer) provided that the Servicer or the Special Servicer, as the sole remedy pursuant case may be, is diligently proceeding in good faith to Section 4.7 and (B) cure such purchase of the affected Receivable has been consummatedfailure or breach); or
(cd) The entry of a decree or order for relief by of a court or regulatory agency or supervisory authority having jurisdiction in respect of the Servicer in an involuntary case under or the federal bankruptcy lawsSpecial Servicer, as now or hereafter in effectthe case may be, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another any present or future federal or state bankruptcy, insolvency or similar law law, for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs shall have been entered against the Servicer or the Special Servicer, as the case may be, and such case is not dismissed within decree or order shall remain in force undischarged or unstayed for a period of sixty (60) days; or
(de) The commencement by the Servicer or the Special Servicer, as the case may be, shall consent to the appointment of a voluntary case under conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the federal bankruptcy lawsServicer or the Special Servicer, as now or hereafter in effectthe case may be, or relating to all or substantially all of such entity’s property; or
(f) the Servicer or the Special Servicer, as the case may be, shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any other present or future, applicable federal or state, state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of make an assignment for the benefit of its creditors or the failure by the Servicer generally to pay voluntarily suspend payment of its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingobligations; or
(eg) Any representationthe Servicer or the Special Servicer, warranty as the case may be, receives actual knowledge that any Rating Agency has (A) qualified, downgraded or statement withdrawn its rating or ratings of one or more Classes of Notes, or (B) placed one or more Classes of Notes on “watch status” in contemplation of a rating downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Rating Agency within sixty (60) days of the date that the Servicer or the Special Servicer, as the case may be, obtained such actual knowledge) and, in the case of either of clauses (A) or (B) above, publicly citing servicing concerns with the Servicer or the Special Servicer, as the case may be, as the sole or material factor in such rating action; or
(h) the Servicer or, following removal or resignation of the Special Servicer, any successor to the Special Servicer, ceases to be a Qualified Servicer, then, and in each and every case, so long as the applicable Servicer Termination Event has not been remedied, (i) the Issuer (or the Trustee acting on behalf of the Issuer) may, or (ii) in the case of a Servicer Termination Event with respect to the Special Servicer that materially and adversely affects any Companion Participation Holder, the Issuer shall, at the direction of such Companion Participation Holder, or (iii) in the case of a Servicer Termination Event with respect to the Special Servicer under clause (b) above, the Note Administrator shall, by notice in writing to the Servicer (if such Servicer Termination Event is with respect to the Servicer) or the Special Servicer (if such Servicer Termination Event is with respect to the Special Servicer), as the case may be, in addition to whatever rights the Issuer may have at law or in equity, including injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer made in or the Special Servicer, as the case may be, under this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove and in and to be incorrect in any material respect as of the time when the same shall have been made, Collateral Interests and the incorrectness related Commercial Real Estate Loans and the proceeds thereof, without the Issuer incurring any penalty or fee of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, the circumstances or condition any kind whatsoever in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise curedconnection therewith; provided, however, that if such termination shall be without prejudice to any rights of the Servicer or the Special Servicer, as the case may be, relating to the payment of its Servicing Fees, Special Servicing Fees, Additional Servicing Compensation and the reimbursement of any Servicing Advance or Servicing Expense which have been made by it under the terms of this Agreement through and including the date of such termination. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or failure omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of performance referred any Event of Default. On or after the receipt by the Servicer or the Special Servicer, as the case may be, of such written notice of termination from the Issuer (or the Note Administrator acting on behalf of the Issuer), all authority and power of the Servicer or the Special Servicer, as the case may be, under this Agreement, whether with respect to the Collateral Interests and the related Commercial Real Estate Loans, any Participations or otherwise, shall pass to and be vested in the Trustee, and the Servicer or the Special Servicer, as applicable, agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights hereunder of the Servicer or the Special Servicer, including, without limitation, the transfer of the Servicing Files and the funds held in the Accounts as set forth in Section 8.01. The Issuer may waive any Servicer Termination Event (other than a Servicer Termination Event under clause (ab), (b) g), or (eh) above above), as the case may be, in the performance of its obligations hereunder and its consequences provided that no waiver shall be effective without the consent of the Note Administrator, which may be withheld in its sole discretion; provided that, consent of the Directing Holder with respect to the largest amount of Collateral Interests by aggregate Principal Balance after subtracting any Appraisal Reduction Amounts allocated to such Collateral Interest shall have been caused by the right to consent to any waiver of a Force Majeure EventServicer Termination Event under this Agreement. Upon any such waiver of a past default, the grace period referred such default shall cease to in such clause exist, and any Servicer Termination Event arising therefrom shall be extended deemed to have been remedied for an additional sixty (60) calendar daysevery purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.
Appears in 1 contract
Samples: Servicing Agreement (Granite Point Mortgage Trust Inc.)
Servicer Termination Event. For purposes of this Agreement, each of the following shall will constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or (unless an Insurer Default has occurred and is continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver the Servicer's Certificate by the Determination Date;
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this AgreementAgreement or, if the Servicer is Triad, failure of Triad duly to perform any other covenants or agreements of Triad set forth in the Purchase Agreement which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default has occurred and is continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have has been given to the Servicer by the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days Issuer or the commencement of Insurer (or, if an involuntary case under the federal bankruptcy lawsInsurer Default has occurred and is continuing, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; orby any Noteholder);
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer An Insolvency Event has occurred with respect to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; orServicer;
(e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall will prove to be incorrect in any material respect as of the time when the same shall will have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the IssuerTrust, the Holding Trust Insurer or the Noteholders Noteholders' interests and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall will have been given to the Servicer by the Indenture TrusteeTrustee or the Insurer (or, if an Insurer Default has occurred and is continuing, a Noteholder), the circumstances or condition conditions in respect of which such representation, warranty or statement was incorrect shall will not have been eliminated or otherwise cured;
(f) So long as no Insurer Default has occurred and is continuing, an Insurance Agreement Event of Default occurs;
(g) A claim is made under the Note Policy;
(h) The occurrence of a Trigger Event under the Insurance Agreement; provided, however, that if any delay or failure or
(i) Failure of performance referred the Servicer to repurchase Receivables in clause (a), (bthe event the Monthly Extension Rate exceeds the 4% limitation set forth in Section 4.2(c)(iii) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar dayshereof.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Triad Automobile Receivables Trust 2003-B)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds Noteholder or to the Trust Paying Agent for distribution to any Residual Certificateholder, or for deposit into the Collection Account or the Series 2016-B Spread Account, any payment required to be so delivered under the terms of this Agreement that Agreement, which failure continues unremedied for a period of two (2) Business Days (one Business Day with respect to the payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery earlier of such failure (i) knowledge thereof by a Responsible Officer of the ServicerServicer and (ii) written notice thereof shall have been given to the Servicer by the Indenture Trustee or by Holders of a majority of the aggregate outstanding Note Balance of the Controlling Class; or
(b) Failure by the Servicer to deliver to the Indenture Trustee the Servicer’s Certificate within three days after the date on which such Servicer’s Certificate is required to be delivered under Section 4.9; or
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement or, if the Servicer is CPS, failure of CPS to duly perform any other covenants or agreements of CPS set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, Noteholders and (ii) continues unremedied for a period of forty-five (45) 30 days after the earlier of knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach Trustee or by the Servicer Holders of any covenant for which (A) the purchase a majority of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase aggregate outstanding Note Balance of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) daysControlling Class; or
(d) The commencement by the Servicer occurrence of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer an Insolvency Event with respect to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingSeller; or
(e) Failure on the part of the Servicer to observe its covenants and agreements relating to (i) merger or consolidation or (ii) preservation of its ownership (or security interest) in repossessed Financed Vehicles delivered for sale to dealers; or
(f) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in this Agreement relating to the characteristics of the Receivables), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders Securityholders and, within forty-five (45) 30 days after the earlier of (i) knowledge thereof by a Responsible Officer of the Servicer or (ii) after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrustee or by Holders of a majority of the aggregate outstanding Note Balance of the Controlling Class, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”"SERVICER TERMINATION EVENT":
(a) Any failure by the Servicer or, so long as AFL or an Affiliate of the Borrower is the Servicer, the Borrower to deliver to the Indenture Trustee for distribution to Noteholders Collateral Agent or Agent any proceeds or payment required to be so delivered under the terms of this Agreement (or, if AFL or an Affiliate of the Borrower is the Servicer, under the Purchase Agreement) that continues unremedied for a period of two (2) Business Days (one Business Day or, with respect to payment of any Purchase Amounts, one Business Day) after written notice is received by the Servicer from the Indenture Trustee Agent or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver the Servicer's Certificate required by SECTION 8.9 by 12:00 Noon, New York City time, on the second Business Day after each Determination Date;
(c) Failure on the part of the Servicer to observe in all material aspects its covenants and agreements set forth in SECTION 12.2(a);
(d) Failure on the part of the Servicer or, so long as AFL or an Affiliate of the Borrower is the Servicer, the Borrower, duly to observe or perform in any material respect any other covenants or agreements of the Servicer or, so long as AFL is the Servicer, the Borrower, as the case may be, set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after the earlier of knowledge thereof by a Responsible Officer of the Servicer or after and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orAgent;
(ce) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer (or the Borrower) in an involuntary case under the federal bankruptcy lawsBankruptcy Code, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer (or the Borrower) or of any substantial part of its property their respective properties or ordering the winding up or liquidation of the affairs of the Servicer and (or the continuance of any such decree or order unstayed and in effect for a period of sixty (60Borrower) consecutive days or the commencement of an involuntary case under the federal bankruptcy lawsBankruptcy Code, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or;
(df) The commencement by the Servicer (or, if AFL or an Affiliate of the Borrower is the Servicer, the Borrower) of a voluntary case under the federal bankruptcy lawsBankruptcy Code, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer (or, if AFL or an Affiliate of the Borrower is the Servicer, the Borrower) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer (or, if AFL or an Affiliate of the Borrower is the Servicer, the Borrower) or of any substantial part of its property or the making by the Servicer (or, if AFL or an Affiliate of the Borrower is the Servicer, the Borrower) of an assignment for the benefit of creditors or the failure by the Servicer (or, if AFL or an Affiliate of the Borrower is the Servicer, the Borrower) generally to pay its debts as such debts become due or the taking of corporate action by the Servicer (or, if AFL or an Affiliate of the Borrower is the Servicer, the Borrower) in furtherance of any of the foregoing; or;
(eg) Any representation, warranty or statement of the Servicer (or, if AFL or an Affiliate of the Borrower is the Servicer, the Borrower) made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, and however, any representation or warranty set forth in the incorrectness definition of such representation"ELIGIBLE RECEIVABLE"), warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after the earlier of knowledge thereof by a Responsible Officer of the Servicer or after and the date written notice thereof shall have been given to the Servicer by the Indenture TrusteeAgent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured;
(h) The Agent shall not have delivered a Servicer Extension Notice pursuant to SECTION 8.14;
(i) The average of the Servicer Delinquency Ratios for the last day of each of the preceding three Collection Periods exceeds 7%; provided, however, that if any delay or failure of performance referred to in clause or
(a), (bj) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysThe Portfolio Net Loss Ratio exceeds 6%.
Appears in 1 contract
Samples: Receivables Financing Agreement (Arcadia Financial LTD)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or the Administrative Agent or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent, the Agents and the Administrative Agent the Servicer’s Certificate by the second Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 7.3(a);
(c) Failure on the part of the Servicer to duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the Trust or the rights of the Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orTrust Collateral Agent;
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in the definition of “Eligible Receivable”), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, Trust Collateral Agent or the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure or
(g) An Event of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysDefault has occurred and is continuing.
Appears in 1 contract
Servicer Termination Event. For purposes Midland Loan Services, L.P. shall cease to be the servicer under any Servicing Agreement and no successor servicer reasonably acceptable to Requisite Lenders shall have been appointed and accepted such appointment; THEN (i) upon the occurrence of this Agreementany Event of Default described in Section 7.6 or 7.7, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to unpaid principal amount of and accrued interest on the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; or
Loans and (b) Failure on all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the part obligation of the Servicer duly each Lender to observe or perform make any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersLoan shall thereupon terminate, and (ii) continues unremedied for a period upon the occurrence and during the continuation of forty-five any other Event of Default, Requisite Lenders may, by written notice to Company, declare all or any portion of the amounts described in clauses (45a) and (b) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan shall thereupon terminate. Notwithstanding anything contained in the preceding paragraph, if at any time within 60 days after knowledge thereof by an acceleration of the Servicer or after the date Loans pursuant to such paragraph Company shall pay all arrears of interest and all payments on account of principal which written notice shall have become due otherwise than as a result of such failureacceleration (with interest on principal and, requiring the same to be remedied, shall have been given to the Servicer extent permitted by law, on overdue interest, at the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer rates specified in this Agreement) and all Events of any covenant for which Default and Potential Events of Default (A) the purchase other than non-payment of the affected Receivable principal of and accrued interest on the Loans, in each case which is specified as the sole remedy due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief 9.7, then Requisite Lenders, by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; or
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeCompany, the circumstances or condition in respect of which may at their option rescind and annul such representation, warranty or statement was incorrect acceleration and its consequences; but such action shall not have been eliminated affect any subsequent Event of Default or otherwise cured; providedPotential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended to benefit Company and do not grant Company the right to require Lenders to rescind or annul any acceleration hereunder, however, that even if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysconditions set forth herein are met.
Appears in 1 contract
Samples: Senior Subordinated Loan Agreement (Falcon Financial Investment Trust)
Servicer Termination Event. For purposes of this Agreement, -------------------------- each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer's Certificate by the fourth Business Day prior to the Insured Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding 66 up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14; or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default or under any delay or failure other Insurance and Indemnity Agreement relating to any Series an Event of performance referred to in clause (a), (b) or (e) above Default thereunder shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”"SERVICER TERMINATION EVENT":
(a) Any failure by the Servicer or, so long as any MFN Entity is the Servicer, any MFN Entity to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer an officer of the Servicer; or
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer's Certificate by 12:00 Noon, Eastern Time, on the second Business Day after each Determination Date; or
(c) Failure on the part of the Servicer to observe in all material respects its covenants and agreements set forth in Section 8.3(a); or
(d) Failure on the part of the Servicer or, so long as any MFN Entity or an Affiliate of MFN is the Servicer, any MFN Entity to duly to observe or perform in any material respect any other covenants or agreements of the Servicer or, so long as any MFN Entity or an Affiliate of MFN is the Servicer, any MFN Entity set forth in this Agreement, which failure (i) materially and adversely affects Noteholders (determined without regard to the rights availability of Noteholdersfunds under the Note Policy), or the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedNoteholder); or
(ce) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer or MFN (if any MFN Entity or an Affiliate of MFN is the Servicer) in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(df) The commencement by the Servicer or MFN (if any MFN Entity or an Affiliate of MFN is the Servicer) of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(eg) Any representation, warranty or statement of the Servicer or MFN (if any MFN Entity is the Servicer) made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the IssuerTrust, the Holding Trust Insurer or the Noteholders and, within forty-five (45) 30 days after the earlier of knowledge thereof by an officer of the Servicer or after and the date written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(h) So long as an Insurer Default shall not have occurred and be continuing, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above the Insurer shall have been caused by delivered a Force Majeure EventServicer Termination Notice pursuant to Section 4.14; or
(i) So long as an Insurer Default shall not have occurred and be continuing, an Event of Default occurs under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.Indenture;
Appears in 1 contract
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer’s Certificate by the fourth Business Day prior to the Insured Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.4(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or Servicer of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer or of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14 and the current term of this Agreement has ended;
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default occurs or an Event of Default under any delay or failure of performance referred other Insurance and Indemnity Agreement relating to in clause (a), (b) or (e) above any other Series shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2004-D-F)
Servicer Termination Event. For purposes of this Agreement, each Any one of the following events shall constitute be a “Servicer Termination Event”:
(a) Any any failure (i) by the Servicer to deliver remit to the Indenture Trustee for distribution Note Administrator the amount required to Noteholders be so remitted by the Servicer on any proceeds Remittance Date pursuant to Section 3.03(b)(x) of this Agreement, which continues unremedied by the Servicer by 11:00 a.m. on the following Business Day, (ii) by the Special Servicer to remit to the Issuer or its nominee any payment required to be so delivered remitted by the Servicer or the Special Servicer, as the case may be, under the terms of this Agreement that Agreement, when and as due which continues unremedied by the Servicer or the Special Servicer, as the case may be, for a period of two (2) Business Days after the date on which such remittance was due, or (one Business Day with respect to payment of Purchase Amountsiii) after written notice is received by the Servicer from to remit to the Indenture Trustee Seller or a Companion Participation Holder any payment required to be so remitted by the Servicer under the terms of this Agreement, when and as due which continues unremedied by the Servicer for a period of two (2) Business Days after discovery of the date on which such failure by a Responsible Officer of the Servicerremittance was due; or
(b) Failure any failure by the Advancing Agent to make a Servicing Advance in a circumstance that Section 5.02(c) of this Agreement requires termination of the Special Servicer;
(c) any failure on the part of the Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth or the Special Servicer, as the case may be, contained in this Agreement, which or any representation or warranty set forth by the Servicer or the Special Servicer, as the case may be, in Section 7.01 shall be untrue or incorrect in any material respect, and, in either case, such failure (i) or breach materially and adversely affects the rights value of Noteholdersany Commercial Real Estate Loan or the priority of the lien on any Commercial Real Estate Loans or the interest of the Issuer therein, and (ii) which in either case continues unremedied for a period of forty-five thirty (4530) days after knowledge thereof by the Servicer or after the date on which written notice of such failurefailure or breach, requiring the same to be remedied, shall have been given to the Servicer or the Special Servicer, as the case may be, by the Indenture Trustee; provided, that no Servicer Termination Event will result from Issuer (or the breach Collateral Manager acting on behalf of the Issuer) (or such extended period of time approved by the Servicer of any covenant for which Issuer (A) or the purchase Collateral Manager acting on behalf of the affected Receivable is specified Issuer) provided that the Servicer or the Special Servicer, as the sole remedy pursuant case may be, is diligently proceeding in good faith to Section 4.7 and (B) cure such purchase of the affected Receivable has been consummatedfailure or breach); or
(cd) The entry of a decree or order for relief by of a court or regulatory agency or supervisory authority having jurisdiction in respect of the Servicer in an involuntary case under or the federal bankruptcy lawsSpecial Servicer, as now or hereafter in effectthe case may be, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another any present or future federal or state bankruptcy, insolvency or similar law law, for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs shall have been entered against the Servicer or the Special Servicer, as the case may be, and such case is not dismissed within decree or order shall remain in force undischarged or unstayed for a period of sixty (60) days; or
(de) The commencement by the Servicer or the Special Servicer, as the case may be, shall consent to the appointment of a voluntary case under conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the federal bankruptcy lawsServicer or the Special Servicer, as now or hereafter in effectthe case may be, or relating to all or substantially all of such entity’s property; or
(f) the Servicer or the Special Servicer, as the case may be, shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any other present or future, applicable federal or state, state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of make an assignment for the benefit of its creditors or the failure by the Servicer generally to pay voluntarily suspend payment of its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingobligations; or
(eg) Any representationthe Servicer or the Special Servicer, warranty as the case may be, receives actual knowledge that any Rating Agency has (A) qualified, downgraded or statement withdrawn its rating or ratings of one or more classes of Notes, or (B) placed one or more classes of Notes on “watch status” in contemplation of a rating downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Rating Agency within sixty (60) days of the date that the Servicer or the Special Servicer, as the case may be, obtained such actual knowledge) and, in the case of either of clauses (A) or (B) above, publicly citing servicing concerns with the Servicer or the Special Servicer, as the case may be, as the sole or material factor in such rating action; or
(h) the Servicer or, following removal or resignation of the Special Servicer, any successor to the Special Servicer, ceases to be a Qualified Servicer, then, and in each and every case, so long as the applicable Servicer Termination Event has not been remedied, (i) the Issuer (or the Collateral Manager acting on behalf of the Issuer) may, or (ii) in the case of a Servicer Termination Event with respect to the Special Servicer that materially and adversely affects any Companion Participation Holder, the Issuer shall, at the direction of such Companion Participation Holder, or (iii) in the case of a Servicer Termination Event with respect to the Special Servicer under clause (b) above, the Note Administrator shall, by notice in writing to the Servicer (if such Servicer Termination Event is with respect to the Servicer) or the Special Servicer (if such Servicer Termination Event is with respect to the Special Servicer), as the case may be, in addition to whatever rights the Issuer may have at law or in equity, including injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer made in or the Special Servicer, as the case may be, under this Agreement and in and to the Collateral Interests and the related Commercial Real Estate Loans and the proceeds thereof, without the Issuer (or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as the Collateral Manager acting on behalf of the time when the same shall have been made, and the incorrectness Issuer) incurring any penalty or fee of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, the circumstances or condition any kind whatsoever in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise curedconnection therewith; provided, however, that if such termination shall be without prejudice to any rights of the Servicer or the Special Servicer, as the case may be, relating to the payment of its Servicing Fees, Special Servicing Fees, Additional Servicing Compensation, Additional Special Servicing Compensation and the reimbursement of any Servicing Advance or Servicing Expense which have been made by it under the terms of this Agreement through and including the date of such termination. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or failure omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of performance referred any Event of Default. On or after the receipt by the Servicer or the Special Servicer, as the case may be, of such written notice of termination from the Issuer (or the Collateral Manager acting on behalf of the Issuer), all authority and power of the Servicer or the Special Servicer, as the case may be, under this Agreement, whether with respect to the Collateral Interests and the related Commercial Real Estate Loans, any Participations or otherwise, shall pass to and be vested in the Trustee, and the Servicer or the Special Servicer, as applicable, agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights hereunder of the Servicer or the Special Servicer, including, without limitation, the transfer of the Servicing Files and the funds held in the Accounts as set forth in Section 8.01. The Issuer (or the Collateral Manager acting on behalf of the Issuer) may waive any Servicer Termination Event (other than a Servicer Termination Event under clause (ab), (b) g), or (eh) above above), as the case may be, in the performance of its obligations hereunder and its consequences provided that no waiver shall be effective without the consent of the Note Administrator, which may be withheld in its sole discretion. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event arising therefrom shall be deemed to have been caused by a Force Majeure Event, remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysextent expressly so waived.
Appears in 1 contract
Samples: Servicing Agreement (Granite Point Mortgage Trust Inc.)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the ServicerRepurchase Prices); or
(b) Failure by the Servicer to deliver to the Indenture Trustee and the Majority Noteholder the Servicer's Certificate by the second Business Day prior to the Payment Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 7.4(a); or -38-
(c) Failure on the part of the Servicer to duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of Noteholders, Noteholders (as determined by the Noteholders in their sole discretion) and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no the Master Servicer Termination Event will result from or the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedMajority Noteholder; or
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of either the Servicer or AmeriCredit Corp. in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of either the Servicer, Servicer or AmeriCredit Corp. or of any substantial part of its their respective property or ordering the winding up or liquidation of the affairs of either the Servicer or AmeriCredit Corp. and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by either the Servicer or AmeriCredit Corp. of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by either the Servicer or AmeriCredit Corp. to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of either the Servicer or AmeriCredit Corp. or of any substantial part of its their respective property or the making by either the Servicer or AmeriCredit Corp. of an assignment for the benefit of creditors or the failure by either the Servicer or AmeriCredit Corp. generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in the definition of "Eligible Receivable"), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust Issuer or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, the Master Servicer or the Majority Noteholder or the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) The Tangible Net Worth of AmeriCredit Corp. shall be less than the sum of (i) $1,750,000,000 and (ii) 75% of the cumulative positive net income (without deduction for negative net income) of AmeriCredit Corp. for each fiscal quarter since September 30, however2002, that if any delay or failure of performance referred to as reported in clause each annual report on Form 10-K and periodic report on Form 10-Q filed by AmeriCredit Corp. with the Securities and Exchange Commission; or
(a), (bh) or (e) above The Majority Noteholder shall have been caused failed to deliver a Servicer Extension Notice pursuant to Section 4.14; or
(i) The rating of any successor by a Force Majeure Eventmerger, consolidation, transfer, lease or succession to the grace period referred Receivables Seller or the Servicer fails to in such clause shall be extended for an additional sixty comply with the requirements of Section 6.4 or 7.4, respectively; or
(60j) calendar daysAn Event of Default has occurred and is continuing.
Appears in 1 contract
Servicer Termination Event. For purposes of this Agreement, each If any one of the following events (a "SERVICER TERMINATION Event") shall constitute a “Servicer Termination Event”occur and be continuing:
(a) Any any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders and Owner Trustee the Servicer's Report in accordance with SECTION 4.9, or any proceeds failure by Servicer (either as such or payment required to be so delivered under the terms Purchase Agreement) to deliver to Indenture Trustee or Owner Trustee for deposit in any of this Agreement the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom that continues shall continue unremedied for a period of two (2) five Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice of such failure is received by the Servicer from the Owner Trustee or Indenture Trustee or after discovery of such failure by a Responsible an Authorized Officer of the Servicer; or
(b) Failure failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer Servicer, set forth in this AgreementAgreement or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affects affect the rights of Noteholders, either the Certificateholders or Noteholders and (ii) continues continue unremedied for a period of forty-five (45) 60 days after knowledge thereof discovery of such failure by the an Authorized Officer of Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and Servicer by Owner Trustee or Indenture Trustee or (B) such purchase to Servicer and to Owner Trustee and Indenture Trustee by the Holders of Notes evidencing not less than 25% of the affected Receivable Outstanding Amount of the Notes of the Controlling Note Class or, if no Notes are outstanding, Holders of Certificates evidencing not less than 25% of the outstanding Certificate Percentage Interests, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer or Seller, as applicable, has been consummatedcommenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default); or
(c) The entry of a decree an Insolvency Event occurs with respect to Servicer or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; orrespective successors;
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been madethen, and the incorrectness of such representationin each and every case, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) days after knowledge thereof by the so long as any Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, the circumstances or condition in respect of which such representation, warranty or statement was incorrect Termination Event shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Eventremedied, the grace period referred Indenture Trustee may, and at the direction of, the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes of the Controlling Note Class (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Percentage Interests) shall, by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders and the Rating Agencies) terminate all the rights and obligations (other than the obligations set forth in SECTION 7.2) of Servicer under this Agreement and the rights and obligations of any subcustodian or subservicer pursuant to the terms of any related custody or subservicing agreement. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under SECTION 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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 Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such clause electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be extended for an additional sixty (60) calendar dayspaid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses and if not paid by the predecessor Servicer shall be reimbursable to the Person incurring such costs and expenses from amounts held in the Collection Amount.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Ace Securities Corp Rv & Marine Trust 2001-Rv1)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer, the Servicer's Certificate by the first Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer Servicer, or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the IssuerInsurer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14 and the current term of the Servicer's appointment under this Agreement has ended;
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default occurs or an Event of Default under any delay or failure of performance referred other Insurance and Indemnity Agreement relating to in clause (a), (b) or (e) above any other securitization sponsored by AmeriCredit and insured by the Insurer shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 1 contract
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders Securityholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or the Note Insurer (unless an Insurer Default shall have occurred and be continuing) or after discovery of such failure by a Responsible Officer officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trustee and the Note Insurer (so long as an Insurer Default shall not have occurred and be continuing), the Servicer's Certificate within five days after the date on which such Servicer's Certificate is required to be delivered, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 9.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersSecurityholders (determined without regard to the availability of funds under the Policy), or of the Note Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (1) to the Servicer by the Indenture Trustee; provided, that no Trustee or the Note Insurer or (2) to the Servicer Termination Event will result from and to the breach Trustee and the Note Insurer by the Servicer Holders of any covenant for which (A) the purchase Class A Notes evidencing not less than [ ]% of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase outstanding principal balance of the affected Receivable has Notes or, after the Class A Notes have been consummated; orpaid in full and all outstanding Reimbursement Obligations and other amounts due to the Note Insurer have been paid in full, by the Holders of Certificates evidencing not less than [ ]% of the outstanding principal balance of the Certificates;
(cd) The entry of a decree or order for relief by a court or regulatory agency or supervisory authority having jurisdiction in respect the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in an involuntary case under or the federal bankruptcy lawsSeller (or, so long as now or hereafter in effectCPS is Servicer, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official any of the Servicer's Affiliates) in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities, or of any substantial part of its property similar proceedings, or ordering for the winding up or liquidation of the affairs of the Servicer its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer or the Seller (or, so long as CPS is Servicer, any of the Servicer's Affiliates) to the appointment of or taking possession by a receiver, liquidator, assigneeconservator, trustee, custodianreceiver or liquidator in any bankruptcy, sequestrator insolvency, readjustment of debt, marshalling of assets and liabilities, or other similar official proceedings of or relating to the Servicer or the Seller (or, so long as CPS is Servicer, any of the Servicer's Affiliates) of or relating to substantially all of its property; or the Servicer or the Seller (or, so long as CPS is Servicer, any of the Servicer's Affiliates) or the Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any substantial part of its property applicable insolvency or the making by the Servicer of reorganization statute, make an assignment for the benefit of creditors its creditors, or the failure by the Servicer generally to pay voluntarily suspend payment of its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingobligations; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders Securityholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given (1) to the Servicer by the Indenture TrusteeTrustee or the Note Insurer or (2) to the Servicer and to the Trustee and the Note Insurer by the Holders of Notes evidencing not less than [ ]% of the outstanding principal balance of the Notes or, after the Class A Notes have been paid in full and all outstanding Reimbursement Obligations and other amounts due to the Note Insurer have been paid in full, by the Holders of Certificates evidencing not less than [ ]% of the outstanding principal balance of the Certificates, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Note Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14; or]
(h) So long as an Insurer Default shall not have occurred and be continuing, that if any delay or failure an Insurance Agreement Event of performance referred to in clause (a), (b) or (e) above Default shall have been caused by a Force Majeure Event, occurred; or] [(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.]
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to deposit within the Indenture Trustee time periods specified in this Agreement in the Collection Account for distribution to Noteholders Noteholders, or to distribute to the Contributor, any proceeds or payment required to be so delivered deposited or distributed under the terms of this Agreement (or, if Vendor Services is the Servicer, the Transfer Agreement) that continues unremedied for a period of two (2) five Business Days (one three Business Day Days with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; or
(b) Failure by the Servicer to deliver to the Trustee and the Issuer the Servicer's Certificate by the third Business Day prior to the related Payment Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 7.2; or
(c) 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, if Vendor Services is the Servicer, the Transfer Agreement), which failure (i) materially and adversely affects the rights of the Issuer or Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedIssuer, that no Servicer Termination Event will result from the breach by the Servicer of Trustee or any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedNoteholder; or
(ci) The commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (ii) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property their respective properties or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) daysServicer; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or;
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered by the Servicer pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the IssuerIssuer or Noteholders, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer or the Contributor by the Indenture TrusteeIssuer, the Trustee or any Noteholder, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure or
(g) The Monthly Loss Percentage on three consecutive Payment Dates exceeds 7.0% and the holders of performance referred a majority in Aggregate Principal Balance of each outstanding class of Notes (a "Note Majority") votes to in clause (a), (b) or (e) above shall have been caused by declare a Force Majeure Servicer Termination Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 1 contract
Samples: Contribution and Servicing Agreement (Conseco Finance Lease 2000-1 LLC)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Certificateholders or Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2or, if AFL is the Servicer, the Purchase Agreement);
(b) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received Failure by the Servicer from to deliver to the Indenture Trustee, the Owner Trustee and Xxxxxx the Servicer's Certificate by the third Business Day prior to the Distribution Date, or after discovery of such failure by a Responsible Officer on the part of the Servicer; orServicer to observe its covenants and agreements set forth in Section 7.2(a);
(bc) Failure on the part of the Servicer or the Seller duly to observe or perform in any material respect any other covenants or agreements of the Servicer or the Seller set forth in this Agreement (or, if AFL is the Servicer, the Purchase Agreement), which failure (i) materially and adversely affects the rights of Noteholders, Certificateholders or Noteholders and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or the Seller by the Owner Trustee, the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of Trustee or any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or
(c) The entry of a decree Certificateholder or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; orNoteholder;
(d) The commencement by occurrence of an Insolvency Event with respect to the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, Seller or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; orServicer;
(e) Any representation, warranty or statement of the Servicer or the Seller made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in Section 2.5(a)), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer or the Seller by the Owner Trustee, the Indenture TrusteeTrustee or a Certificateholder or Noteholder, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure or
(f) An Event of performance referred to in clause (a), (b) or (e) above Default under the Indenture shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysoccurred.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Arcadia Financial LTD)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer’s Certificate by the fourth Business Day prior to the Insured Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer or of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14 and the current term of this Agreement has ended;
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default occurs or an Event of Default under any delay or failure of performance referred other Insurance and Indemnity Agreement relating to in clause (a), (b) or (e) above any other Series shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2003-C-F)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee Collateral Agent for distribution to Noteholders any proceeds or Secured Parties payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; orTransaction Documents;
(b) Failure on the part of the Servicer duly to observe or perform in any other covenants material respect any covenant or agreements of the Servicer agreement set forth in this AgreementAgreement or any other Transaction Document to which it is a party, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five ten (4510) days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; ordays;
(c) The entry of a decree Any representation, warranty, certification or order for relief statement made by a court the Servicer (including AmeriCredit, if it is the Servicer) or regulatory authority having jurisdiction in respect the Trust, any Seller or any Affiliate of the Servicer Trust or any Seller (in an involuntary case under the federal bankruptcy lawsevent that the Trust, any Seller or such Affiliate is then acting as now the Servicer) in this Agreement, the Receivables Purchase Agreement or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official any of the Servicer, other Transaction Documents or of in any substantial part of its property certificate or ordering the winding up or liquidation report delivered by it pursuant to any of the affairs of the Servicer and the continuance of foregoing shall prove to have been incorrect in any such decree material respect when made or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; ordeemed made;
(d) The commencement by Servicer shall materially modify the Servicing Policies and Procedures, unless it has given the Note Insurer prompt notification of such modification and the Note Insurer has determined in its reasonable discretion that such modification is not a material adverse change;
(e) The occurrence of a Termination and Amortization Event listed in Section 6.1 of the Security Agreement;
(f) Any Event of Bankruptcy shall occur with respect to the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present of its Subsidiaries or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official Affiliates; and
(g) Failure of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(e) Any representation, warranty or statement Subsidiary of the Servicer made to pay when due any amounts due under any agreement to which any such Person is a party and under which any Indebtedness greater than $5,000,000, in this Agreement the case of AmeriCredit or any certificateSubsidiary of AmeriCredit (other than the Trust), report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust is governed; or the Noteholders and, within forty-five (45) days after knowledge thereof default by the Servicer or after written notice thereof any Subsidiary of the Servicer in the performance of any term, provision or condition contained in any agreement to which any such Person is a party and under which any Indebtedness owing by the Servicer or any Subsidiary of the Servicer greater than such respective amounts was created or is governed, regardless of whether such event is an “event of default” or “default” under any such agreement; or any Indebtedness owing by the Servicer or any Subsidiary of the Servicer greater than such respective amounts shall have been given be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Servicer by the Indenture Trustee, the circumstances or condition in respect date of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysmaturity thereof.
Appears in 1 contract
Samples: Servicing and Custodian Agreement (Americredit Corp)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders Securityholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer's Certificate by the fourth Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 9.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersSecurityholders (determined without regard to the availability of funds under the Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orSecurityholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the 105 federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders Securityholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Securityholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Insurer shall not have 106 delivered a Servicer Extension Notice pursuant to Section 4.14; or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default or under any delay or failure other Insurance and Indemnity Agreement relating to any Series an Event of performance referred to in clause (a), (b) or (e) above Default thereunder shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty occurred; or
(60i) calendar daysA claim is made under any Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to make deposits into the Collection Account or to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement (provided that such failure shall not constitute a Servicer Termination Event if such failure is not caused by the negligence of the Servicer or is caused by circumstances beyond the control of the Servicer, unless such failure continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment after the earlier of Purchase Amounts) after receipt of written notice is received by the Servicer from the Indenture Trustee or after (unless an Insurer Default shall have occurred and be continuing) the Note Insurer or discovery of such failure by a Responsible Officer of the Servicer); or
(b) Failure by the Servicer to deliver to the Trustee and the Note Insurer the Servicer's Certificate by the close of business on each Determination Date, failure on the part of the Servicer to observe in all material respects its covenants and agreements set forth in Section 6.2(a) or the failure by the Servicer to enforce Sections 3(e) or (f) of the Subservicing Agreement; or
(c) Failure or failures on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure or failures (i) materially and adversely affects affect the rights of Noteholdersthe Noteholders or the Note Insurer, and (ii) continues continue unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or after the date on which written notice of such failurefailure or failures, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee; providedTrustee or the Note Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing, by the Servicer Holders of any covenant for which (A) the purchase more than 25% of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase sum of the affected Receivable has been consummatedthen outstanding Note Balance); or
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, future federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law law, and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, future federal or state, state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Reliance Acceptance Group Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for deposits into the Collection Account or to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so deposited or delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one (1) Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible an Authorized Officer of the Servicer; or.
(b) Failure by the Servicer to deliver to the Indenture Trustee and (so long as an Insurer Default shall not have occurred and be continuing), the Insurer (i) the Servicer's Certificate required by Section 3.9 on any Determination Date, (ii) any annual statement as to compliance pursuant to Section 3.10, in each case within five (5) Business Days after the date such annual statement is required to be delivered and (iii) any Accountant's Report pursuant to Section 3.11; or
(c) Failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.2(a) or repudiation by the Servicer of any of its covenants and agreements in this Agreement; or
(d) Failure or failures on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure or failures, individually or in the aggregate, (i) materially and adversely affects affect the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or the Insurer (unless an Insurer Default shall have occurred and be continuing) and (ii) continues continue unremedied for a period of forty-five sixty (4560) days after the earlier of actual knowledge thereof by a Responsible Officer of the Servicer or after the date on which written notice of such failurefailure or failures, requiring the same to be remedied, shall have been given to the Servicer by the Owner Trustee, the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach Insurer (or if an Insurer Default shall have occurred and be continuing, by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; or
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingNote Majority; or
(e) Any representation, warranty or statement The occurrence of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material an Insolvency Event with respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise curedServicer; provided, however, that if any delay or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.or
Appears in 1 contract
Samples: Sale and Servicing Agreement (Asset Backed Securities Corp)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement (or, if AFS is the Servicer, the Purchase Agreement) that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or (unless an Insurer Default shall 66 have occurred and be continuing) the Security Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trustee, the Issuer and (so long as an Insurer Default shall not have occurred and be continuing) the Security Insurer the Servicer's Certificate by the fourth Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 7.2(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement (or, if AFS is the Servicer, the Purchase Agreement), which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Policy), or of the Security Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedIssuer, that no Servicer Termination Event will result from the breach by Trustee or the Servicer of Security Insurer (or, if an Insurer Default shall have occurred and be continuing any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in Section 2.4(a)), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders Issuer and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeIssuer, the Trustee or the Security Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Security Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 3.14; or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default or under any delay or failure other Insurance and Indemnity Agreement relating to any Series an Event of performance referred to in clause (a), (b) or (e) above Default thereunder shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysPolicy.
Appears in 1 contract
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver deliver, or cause to be delivered, to the Indenture Trustee for distribution to Noteholders any proceeds or payment payments required to be so delivered under the terms of this Agreement Agreement, the Notes or any other Basic Document to which it is a party (including deposits of the Purchase Amount pursuant to Section 3.2 and Section 4.6) that continues unremedied for a period of two one (21) Business Days Day after the earliest to occur of (one Business Day with respect to payment of Purchase Amountsx) after the date on which written notice is received by the Servicer from the Indenture Trustee or after (unless an Insurer Default shall have occurred and be continuing) the Insurer, (y) discovery of such failure by a Responsible an Authorized Officer of the Servicer or (z) a period of ten (10) Business Days;
(b) Failure by the Servicer to deliver, or cause to be delivered, to the Trustee and the Insurer the Servicer's Certificate by the Determination Date prior to the related Payment Date that continues unremedied for a period of one (1) Business Day or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 9.3(a) or in Section 4.12(f); or
(bc) Failure on the part of the Servicer duly to observe or perform any other covenants covenant, agreement or agreements obligation (including, any financial obligation) of the Servicer set forth in this Agreement (or, as to TFC, if TFC is the Servicer, the Purchase Agreement, the Notes or any other Basic Documents to which it is a party), which failure (i) materially would have a material adverse effect on the Noteholders (determined without regard to the availability of funds under the Note Policy), the Insurer (unless an Insurer Default shall have occurred and adversely affects be continuing) or the rights of NoteholdersTrust Property, and (ii) if capable of remedy, continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or after earlier to occur of (x) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to received by an Authorized Officer of the Servicer by the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach Trust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing by any Noteholder or group of Noteholders evidencing not less than 25% of the Servicer principal balance of any covenant for which the Notes) or (Ay) the purchase discovery of such failure by an Authorized Officer of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 Servicer; or 69 Sale and (B) such purchase of the affected Receivable has been consummated; orServicing Agreement
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer (or if TFC or an Affiliate of the TFC is the Servicer, the TFC) in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer (or if TFC or an Affiliate of the TFC is the Servicer, the TFC) or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and (or if TFC or an Affiliate of the continuance of any such decree or order unstayed and in effect for a period of sixty (60TFC is the Servicer, the TFC) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer (or if TFC or an Affiliate of the TFC is the Servicer, the TFC) of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer (or if TFC or an Affiliate of the TFC is the Servicer, the TFC) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer (or if TFC or an Affiliate of the TFC is the Servicer, the TFC) or of any substantial part of its property or the making by the Servicer (or if TFC or an Affiliate of the TFC is the Servicer, the TFC) of an assignment for the benefit of creditors or the failure by the Servicer (or if TFC or an Affiliate of the TFC is the Servicer, the TFC) generally to pay its debts as such debts become due or the admission by the Servicer of its inability to pay its debts generally as they become due or the taking of corporate action by the Servicer (or if TFC or an Affiliate of the TFC is the Servicer, the TFC) in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of certification made by the Servicer made in this Agreement or any other Basic Document or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and (i) the incorrectness of such representation, warranty or statement certification has a material adverse effect on the Issuerinterests or rights of the Trust, the Holding Trust Insurer or the Noteholders in the Trust Property, including the Receivables and, within forty-five (45ii) if capable of remedy, continues unremedied for a period of 30 days after knowledge the earlier to occur of (x) discovery thereof by an Authorized Officer of the Servicer or after (y) the delivery of written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrustee or the Insurer (or, if an Insurer Default shall have occurred and be continuing by any Noteholder or group of Noteholders evidencing not less than 25% of the circumstances or condition in respect principal balance of which such representation, warranty or statement was incorrect the Notes); or
(g) So long as an Insurer Default shall not have been eliminated occurred and be continuing, an Insurance Agreement Event of Default shall have occurred; or
(h) The existence in any audit of the Servicer required to be provided hereunder of a material exception which may have a material adverse effect on the 70 Sale and Servicing Agreement Noteholders, the Trust Property or otherwise curedthe Controlling Party, as determined under Section 1.7 by the Insurer in the reasonable exercise of its judgment; providedor
(i) The Servicer (if TFC is the Servicer) shall fail to pay any principal, howeverpremium or interest on any indebtedness in excess of $1,000,000 (the "Indebtedness") or greater, that when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue uncured and unwaived after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any delay other default under any agreement or failure instrument relating to any such Indebtedness of performance referred the Servicer or any other similar event, shall occur and shall continue uncured and unwaived after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to in clause accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; or
(j) So long as an Insurer Default shall not have occurred and be continuing and (a)) there are Notes outstanding, (b) any amounts due to the Insurer remain unpaid or (ec) above shall have been caused by a Force Majeure Eventthe Note Policy has not expired in accordance with its terms, the grace period referred Insurer shall not have delivered a Servicer Extension Notice pursuant to in such clause shall be extended for an additional sixty Section 4.13; or
(60k) calendar daysSo long as TFC is the Servicer hereunder, the failure of TFC Enterprises, Inc. to own 100% of the capital stock of the Servicer.
Appears in 1 contract
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or the Administrative Agent or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent, the Agents and the Administrative Agent the Servicer’s Certificate by the second Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 7.3(a);
(c) Failure on the part of the Servicer to duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the Trust or the rights of the Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orTrust Collateral Agent;
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in the definition of “Eligible Receivable”), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, Trust Collateral Agent or the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) If (i) during any period hereafter commencing April 1 and ending the following September 30, howeverthe average of the Servicer Delinquency Ratios for the last day of each of the preceding three Collection Periods exceeds 5.5%, that if any delay or failure of performance referred to in clause (a), (b) or (eii) above during any period hereafter commencing October 1 and ending the following March 31, the average of the Servicer Delinquency Ratios for the last day of each of the preceding three Collection Periods exceeds 6.5%; or
(h) The Administrative Agent shall have been caused by not delivered a Force Majeure Event, Servicer Extension Notice pursuant to Section 4.14; or
(i) The Loss Ratio exceeds the grace period referred to in such clause shall be extended for an additional sixty Loss Ratio Trigger; or
(60j) calendar daysAn Event of Default has occurred and is continuing.
Appears in 1 contract
Servicer Termination Event. For purposes of this Agreement, each of the following shall will constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or (unless an Insurer Default has occurred and is continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver the Servicer's Certificate by the Determination Date;
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this AgreementAgreement or, if the Servicer is Triad, failure of Triad duly to perform any other covenants or agreements of Triad set forth in the Purchase Agreement which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default has occurred and is continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have has been given to the Servicer by the Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days Issuer or the commencement of Insurer (or, if an involuntary case under the federal bankruptcy lawsInsurer Default has occurred and is continuing, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) days; orby any Noteholder);
(d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer An Insolvency Event has occurred with respect to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; orServicer;
(e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall will prove to be incorrect in any material respect as of the time when the same shall will have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the IssuerTrust, the Holding Trust Insurer or the Noteholders Noteholders' interests and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall will have been given to the Servicer by the Indenture TrusteeTrustee or the Insurer (or, if an Insurer Default has occurred and is continuing, a Noteholder), the circumstances or condition conditions in respect of which such representation, warranty or statement was incorrect shall will not have been eliminated or otherwise cured;
(f) So long as no Insurer Default has occurred and is continuing, an Insurance Agreement Event of Default occurs;
(g) A claim is made under the Note Policy; provided, however, that if any delay or failure or
(h) The occurrence of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, Trigger Event under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.Insurance Agreement
Appears in 1 contract
Samples: Sale and Servicing Agreement (Triad Automobile Receivables Trust 2004-A)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Servicer Termination Event”":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer's Certificate by the first Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.4(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer or so long as AmeriCredit is the Servicer and of its Affiliates, in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the ServicerServicer or so long as AmeriCredit is the Servicer and of its Affiliates, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer or so long as AmeriCredit is the Servicer and of its Affiliates, of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or so long as AmeriCredit is the Servicer and of its Affiliates, or of any substantial part of its property or the making by the Servicer or so long as AmeriCredit is the Servicer and of its Affiliates, of an assignment for the benefit of creditors or the failure by the Servicer or so long as AmeriCredit is the Servicer and of its Affiliates, generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, however, that if any delay an Insurance Agreement Event of Default occurs; or
(h) A claim is made under the Note Policy or failure of performance referred to in clause (a), (b) or (e) above shall have been caused by a Force Majeure Event, the grace period referred to in such clause shall be extended for an additional sixty (60) calendar days.Swap Provider Policy
Appears in 1 contract
Samples: Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2003-B-X)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”"SERVICER TERMINATION EVENT":
(a) Any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer's Certificate by the fourth Business Day prior to the Insured Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3(a);
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the 66 Servicer or 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 Indenture Trustee; providedTrust Collateral Agent or the Insurer (or, that no Servicer Termination Event will result from the breach if an Insurer Default shall have occurred and be continuing by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orNoteholder);
(cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or
(ef) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14; or
(h) So long as an Insurer Default shall not have occurred and be continuing, that if an Insurance Agreement Event of Default occurs or an Event of Default under any delay or failure of performance referred other Insurance and Indemnity Agreement relating to in clause (a), (b) or (e) above any other Series shall have been caused by a Force Majeure Event, occurred; or
(i) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc)
Servicer Termination Event. For purposes of this Agreement, each Any one of the following events shall constitute be a “Servicer Termination Event”:
(a) Any any failure (i) by the Servicer to deliver remit to the Indenture Trustee for distribution Note Administrator the amount required to Noteholders be so remitted by the Servicer on any proceeds Remittance Date pursuant to Section 3.03(b)(x) of this Agreement, which continues unremedied by the Servicer by 11:00 a.m. New York Time on the following Business Day, (ii) by the Special Servicer to remit to the Issuer or its nominee any payment required to be so delivered remitted by the Servicer or the Special Servicer, as the case may be, under the terms of this Agreement that Agreement, when and as due which continues unremedied by the Servicer or the Special Servicer, as the case may be, for a period of two (2) Business Days after the date on which such remittance was due, or (one Business Day with respect to payment of Purchase Amountsiii) after written notice is received by the Servicer from to remit to the Indenture Trustee Seller or a Companion Participation Holder any payment required to be so remitted by the Servicer under the terms of this Agreement, when and as due which continues unremedied by the Servicer for a period of two (2) Business Days after discovery of the date on which such failure by a Responsible Officer of the Servicerremittance was due; or
(b) Failure any failure by the Advancing Agent to make a Servicing Advance in a circumstance that Section 5.02(c) of this Agreement requires termination of the Special Servicer;
(c) any failure on the part of the Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth or the Special Servicer, as the case may be, contained in this Agreement, which or any representation or warranty set forth by the Servicer or the Special Servicer, as the case may be, in Section 7.01 shall be untrue or incorrect in any material respect, and, in either case, such failure (i) or breach materially and adversely affects the rights value of Noteholdersany Commercial Real Estate Loan or the priority of the lien on any Commercial Real Estate Loans or the interest of the Issuer therein, and (ii) which in either case continues unremedied for a period of forty-five thirty (4530) days after knowledge thereof by the Servicer or after the date on which written notice of such failurefailure or breach, requiring the same to be remedied, shall have been given to the Servicer or the Special Servicer, as the case may be, by the Indenture Trustee; provided, that no Servicer Termination Event will result from Issuer (or the breach Collateral Manager acting on behalf of the Issuer) (or such extended period of time approved by the Servicer of any covenant for which Issuer (A) or the purchase Collateral Manager acting on behalf of the affected Receivable is specified Issuer) provided that the Servicer or the Special Servicer, as the sole remedy pursuant case may be, is diligently proceeding in good faith to Section 4.7 and (B) cure such purchase of the affected Receivable has been consummatedfailure or breach); or
(cd) The entry of a decree or order for relief by of a court or regulatory agency or supervisory authority having jurisdiction in respect of the Servicer in an involuntary case under or the federal bankruptcy lawsSpecial Servicer, as now or hereafter in effectthe case may be, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another any present or future federal or state bankruptcy, insolvency or similar law law, for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs shall have been entered against the Servicer or the Special Servicer, as the case may be, and such case is not dismissed within decree or order shall remain in force undischarged or unstayed for a period of sixty (60) days; or
(de) The commencement by the Servicer or the Special Servicer, as the case may be, shall consent to the appointment of a voluntary case under conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the federal bankruptcy lawsServicer or the Special Servicer, as now or hereafter in effectthe case may be, or relating to all or substantially all of such entity’s property; or
(f) the Servicer or the Special Servicer, as the case may be, shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any other present or future, applicable federal or state, state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of make an assignment for the benefit of its creditors or the failure by the Servicer generally to pay voluntarily suspend payment of its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingobligations; or
(eg) Any representationthe Servicer or the Special Servicer, warranty as the case may be, receives actual knowledge that any Rating Agency has (A) qualified, downgraded or statement withdrawn its rating or ratings of one or more Classes of Notes, or (B) placed one or more Classes of Notes on “watch status” in contemplation of a rating downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Rating Agency within sixty (60) days of the date that the Servicer or the Special Servicer, as the case may be, obtained such actual knowledge) and, in the case of either of clauses (A) or (B) above, publicly citing servicing concerns with the Servicer or the Special Servicer, as the case may be, as the sole or material factor in such rating action; or
(h) the Servicer or, following removal or resignation of the Special Servicer, any successor to the Special Servicer, ceases to be a Qualified Servicer, then, and in each and every case, so long as the applicable Servicer Termination Event has not been remedied, (i) the Issuer (or the Collateral Manager acting on behalf of the Issuer) may, or (ii) in the case of a Servicer Termination Event with respect to the Special Servicer that materially and adversely affects any Companion Participation Holder, the Issuer shall, at the direction of such Companion Participation Holder, or (iii) in the case of a Servicer Termination Event with respect to the Special Servicer under clause (b) above, the Note Administrator shall, by notice in writing to the Servicer (if such Servicer Termination Event is with respect to the Servicer) or the Special Servicer (if such Servicer Termination Event is with respect to the Special Servicer), as the case may be, in addition to whatever rights the Issuer may have at law or in equity, including injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer made in or the Special Servicer, as the case may be, under this Agreement and in and to the Collateral Interests and the related Commercial Real Estate Loans and the proceeds thereof, without the Issuer (or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as the Collateral Manager acting on behalf of the time when the same shall have been made, and the incorrectness Issuer) incurring any penalty or fee of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, the circumstances or condition any kind whatsoever in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise curedconnection therewith; provided, however, that if such termination shall be without prejudice to any rights of the Servicer or the Special Servicer, as the case may be, relating to the payment of its Servicing Fees, Special Servicing Fees, Additional Servicing Compensation, Additional Special Servicing Compensation and the reimbursement of any Servicing Advance or Servicing Expense which have been made by it under the terms of this Agreement through and including the date of such termination. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or failure omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of performance referred any Event of Default. On or after the receipt by the Servicer or the Special Servicer, as the case may be, of such written notice of termination from the Issuer (or the Collateral Manager acting on behalf of the Issuer), all authority and power of the Servicer or the Special Servicer, as the case may be, under this Agreement, whether with respect to the Collateral Interests and the related Commercial Real Estate Loans, any Participations or otherwise, shall pass to and be vested in the Trustee, and the Servicer or the Special Servicer, as applicable, agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights hereunder of the Servicer or the Special Servicer, including, without limitation, the transfer of the Servicing Files and the funds held in the Accounts as set forth in Section 8.01. The Issuer (or the Collateral Manager acting on behalf of the Issuer) may waive any Servicer Termination Event (other than a Servicer Termination Event under clause (ab), (b) g), or (eh) above above), as the case may be, in the performance of its obligations hereunder and its consequences provided that no waiver shall be effective without the consent of the Note Administrator, which may be withheld in its sole discretion. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event arising therefrom shall be deemed to have been caused by a Force Majeure Event, remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysextent expressly so waived.
Appears in 1 contract
Samples: Servicing Agreement (Granite Point Mortgage Trust Inc.)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”"SERVICER TERMINATION EVENT":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders the Securityholders or for deposit into the Collection Account or the Spread Account any proceeds or payment required to be so delivered under the terms of this Agreement that Agreement, which failure continues unremedied for a period of two (2) Business Days (one Business Day with respect to the payment of Purchase Amounts) after the earlier of knowledge thereof by the Servicer or after written notice is received by the Servicer from the Indenture Trustee or the Note Insurer (unless an Insurer Default shall have occurred and be continuing, in which case from a Note Majority) or, after the Notes have been paid in full and all amounts due to the Note Insurer have been paid in full, from Majority Certificateholders, or after discovery of such failure by a Responsible Officer of the Servicer; or
(b) Failure by the Servicer to deliver to the Trustee and the Note Insurer (so long as an Insurer Default shall not have occurred and be continuing), the Servicer's Certificate within three days after the date on which such Servicer's Certificate is required to be delivered under Section 4.9, or failure on the part of the Servicer to observe or perform its covenants and agreements set forth in Section 9.3(a); or
(c) Failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement or, if the Servicer is CPS, failure of CPS to duly perform any other covenants or agreements of CPS set forth in this Agreement, which failure (i) materially and adversely affects the rights of NoteholdersNoteholders (determined without regard to the availability of funds under the Note Policy), the Note Insurer (unless an Insurer Default shall have occurred and be continuing) or the Residual Certificateholders (after the Notes have been paid in full and all other amounts owed to the Note Insurer have been paid in full and the Note Policy has expired in accordance with its terms), and (ii) continues unremedied for a period of forty-five (45) 30 days after the earlier of knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (1) to the Servicer by the Indenture Trustee; providedTrustee or the Note Insurer or (2) or, that no Servicer Termination Event will result from the breach by the Servicer of any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant if an Insurer Default shall have occurred and be continuing, to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; or
(c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, or of any substantial part of its property or ordering the winding up or liquidation Trustee and the Note Insurer by each of the affairs Holders of Notes evidencing not less than 25% of the Servicer aggregate outstanding Note Balance of each Class of Notes or, after the Notes have been paid in full and all amounts due to the continuance of any such decree or order unstayed and Note Insurer have been paid in effect for a period of sixty (60) consecutive days or full, by the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) daysMajority Certificateholders; or
(d) The commencement by occurrence of an Insolvency Event with respect to the Servicer of a voluntary case under or, if CPS is then the federal bankruptcy lawsServicer, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingSeller; or
(e) Failure on the part of the Servicer to observe its covenants and agreements relating to (a) merger or consolidation or (b) preservation of its ownership (or security interest) in repossessed Financed Vehicles delivered for sale to Dealers; or
(f) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in this Agreement relating to the characteristics of the Receivables), and the incorrectness of such representation, warranty or statement has a material adverse effect on the IssuerTrust, the Holding Trust Note Insurer or the Noteholders Securityholders and, within forty-five (45) 30 days after the earlier of knowledge thereof by the Servicer or after written notice thereof shall have been given (1) to the Servicer by the Indenture TrusteeCollateral Agent, the Trustee or the Note Insurer or (2) if an Insurer Default shall have occurred and be continuing, to the Servicer and to the Trustee and the Note Insurer by each of the Holders of Notes evidencing not less than 25% of the aggregate outstanding Note Balance of each Class of Notes or, after the Notes have been paid in full and all amounts due to the Note Insurer have been paid in full, by the Majority Certificateholders, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) So long as an Insurer Default shall not have occurred and be continuing, howeverthe Note Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.14; or
(h) More than 50% of the Servicer's managed portfolio of motor vehicle retail installment sale contracts shall be involuntarily transferred to another Person or the Servicer fails to notify the Note Insurer within two Business Days of receipt of notice of any such transfer; or
(i) So long as an Insurer Default shall not have occurred and be continuing, that if any delay or failure an Insurance Agreement Event of performance referred to in clause (a), (b) or (e) above Default shall have been caused by a Force Majeure Event, occurred; or
(j) An Event of Default shall have occurred; or
(k) A claim is made under the grace period referred to in such clause shall be extended for an additional sixty (60) calendar daysNote Policy.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a) Any any failure by the Servicer to deliver to the Indenture Trustee Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee Trust Collateral Agent or the Administrative Agent or after discovery of such failure by a Responsible Officer of the Servicer; or
(b) Failure failure by the Servicer to deliver to the Trust Collateral Agent, the Agents and the Administrative Agent the Servicer’s Certificate by the second (2nd) Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 7.3(a); or
(c) failure on the part of the Servicer to duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the Trust or the rights of the Noteholders, and (ii) continues unremedied for a period of forty-five thirty (4530) days after knowledge thereof by the Servicer or 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 Indenture Trustee; provided, that no Servicer Termination Event will result from the breach by the Servicer of Trust Collateral Agent or any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummatedNoteholder; or
(cd) The entry of a decree case or order for relief by a court other proceeding shall be commenced, without the application or regulatory authority having jurisdiction in respect consent of the Servicer in an involuntary case under any court seeking the federal bankruptcy lawsliquidation, as now or hereafter in effectreorganization, debt arrangement, dissolution, winding up, or another present composition or futurereadjustment of debts of the Servicer, federal bankruptcythe appointment of a trustee, insolvency or similar lawreceiver, or appointing a receivercustodian, liquidator, assignee, trustee, custodian, sequestrator or other similar official the like for the Servicer or all or substantially all of the Servicerits assets, or of any substantial part of its property similar action with respect to the Servicer under the Bankruptcy Code or ordering the any other law relating to bankruptcy, insolvency, reorganization, winding up or liquidation composition or adjustment of the affairs of the Servicer debts, and the continuance of any (i) such decree case or order proceeding shall continue undismissed, or unstayed and in effect effect, for a period of sixty (60) consecutive days or (ii) an order for relief in respect of the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter Servicer shall be entered in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) daysor proceeding or a decree or order granting such other requested relief shall be entered; or
(de) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer shall fail generally to pay its debts as such debts become due they come due, or shall make a general assignment for the taking benefit of corporate action creditors; or any case or other proceeding shall be instituted by the Servicer in furtherance seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of it or its debts under the Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, or seeking the entry of an order for relief or the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for the Servicer or all or substantially all of its assets; or the Servicer shall take any corporate action to authorize any of the foregoingsuch actions; or
(ef) Any any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been mademade (excluding, however, any representation or warranty set forth in the definition of “Eligible Receivable”), and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five thirty (4530) days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee, Trust Collateral Agent or any Noteholder or the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; providedor
(g) (i) as of any Determination Date during the period commencing April 1 and ending on September 30 of any calendar year, howeverthe average of the Servicer Delinquency Ratios for the last day of each of the immediately preceding three (3) consecutive Collection Periods shall exceed 5.5%, that if any delay or failure of performance referred to in clause (a), (b) or (eii) above shall have been caused by a Force Majeure Eventas of any Determination Date during the period commencing October 1 of any calendar year and ending on March 31 of the following calendar year, the grace period referred to in such clause average of the Servicer Delinquency Ratios for the last day of each of the immediately preceding three (3) consecutive Collection Periods exceeds 6.5%; or
(h) the Loss Ratio shall be extended for exceed the Loss Ratio Trigger; or
(i) an additional sixty (60) calendar daysEvent of Default has occurred and is continuing.
Appears in 1 contract
Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”"SERVICER TERMINATION EVENT":
(a) Any failure by the Servicer to deliver to the Indenture Trustee for distribution to Noteholders Certificateholders or deposit in the Spread Account any proceeds or payment required to be so delivered under the terms of the Certificates or this Agreement (including deposits of the Purchase Amount pursuant to SECTION 4.7) that continues unremedied for a period of two (2) Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Indenture Trustee or (unless an Insurer Default shall have occurred and be continuing) the Certificate Insurer or after discovery of such failure by a Responsible Officer of the Servicer; or;
(b) Failure by the Servicer to deliver to the Trustee and (so long as an Insurer Default shall not have occurred and be continuing) the Certificate Insurer the Servicer's Certificate required by SECTION 4.9 on the date such certificate is required to be delivered;
(c) Failure on the part of the Servicer to observe its covenants and agreements set forth in SECTION 9.2(A);
(d) 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, which failure (i) materially and adversely affects the rights of Noteholders, and (ii) continues unremedied for a period of forty-five (45) 30 days after knowledge thereof by the Servicer or 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 Indenture Trustee; providedTrustee or the Certificate Insurer (or, that no Servicer Termination Event will result from the breach by the Servicer of if an Insurer Default shall have occurred and be continuing, any covenant for which (A) the purchase of the affected Receivable is specified as the sole remedy pursuant to Section 4.7 and (B) such purchase of the affected Receivable has been consummated; orCertificateholder);
(ce) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal or state, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer, Servicer or of any substantial part of its property their respective properties or ordering the winding up or liquidation of the affairs of the Servicer and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within sixty (60) 60 days; or;
(df) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or;
(eg) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Holding Trust or the Noteholders and, within forty-five (45) 30 days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture TrusteeTrustee or the Certificate Insurer (or, if an Insurer Default shall have occurred and be continuing, a Certificateholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided;
(h) So long as an Insurer Default shall not have occurred and be continuing, however, that if any delay or failure of performance referred the Certificate Insurer shall not have delivered a Servicer Extension Notice pursuant to in clause SECTION 4.14;
(a)i) So long as an Insurer Default shall not have occurred and be continuing, (bx) an Insurance Agreement Event of Default shall have occurred or (ey) above an Insurance Agreement Event of Default with respect to another Series (as defined in the Spread Account Agreement) (other than a Portfolio Performance Event of Default as defined in the related Insurance Agreement) shall have been caused occurred;
(j) A claim is made under the Policy; or
(k) Any failure by a Force Majeure Event[____________], only while [________________] is acting as Servicer, to cure any breach or repurchase any Receivable in accordance with and upon the grace period referred to conditions set forth in such clause shall be extended for an additional sixty (60) calendar daysSECTION 3.6 hereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Painewebber Asset Acceptance Corp)
