Common use of Servicer Termination Events Clause in Contracts

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) any failure by the Servicer to deposit into the Collection Account any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of five Business Days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Noteholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of 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 any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days or under clause (b) for a period of 90 days, will not constitute a Servicer Termination Event if that failure or delay was caused by Force Majeure or other similar occurrence.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) any Any failure by the Servicer to deposit into the Collection any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business Days days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) failure Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Noteholders Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of 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 any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount Amounts of the Controlling Class of Notes; or (c) the The occurrence of an Insolvency Event with respect to the Servicer. Notwithstanding the foregoingprovided, however, that a delay in or failure of performance referred to under clause clauses (a) above for a period of 45 10 days or under clause (b) above for a period of 90 days, 30 days will not constitute a Servicer Termination Event if that such delay or failure or delay was caused by Force Majeure force majeure or other similar occurrence.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) any Any failure by the Servicer to deposit into the Collection any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business Days days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) failure Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Noteholders Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of 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 any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount Amounts of the Notes; or (c) the The occurrence of an Insolvency Event with respect to the Servicer. Notwithstanding the foregoingprovided, however, that a delay in or failure of performance referred to under clause clauses (a) above for a period of 45 10 days or under clause (b) above for a period of 90 days, 30 days will not constitute a Servicer Termination Event if that such delay or failure or delay was caused by Force Majeure force majeure or other similar occurrence.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “"Servicer Termination Event”": (a) any Any failure by the Servicer to deposit into the Collection any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business Days days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) failure Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Noteholders Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of 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 any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount Amounts of the Controlling Class of Notes; or (c) the The occurrence of an Insolvency Event with respect to the Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days or under clause (b) for a period of 90 days, will not constitute a Servicer Termination Event if that failure or delay was caused by Force Majeure or other similar occurrence.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “"Servicer Termination Event”": (a) any failure by the Servicer to deposit into the Collection Account any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of five Business Days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Noteholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of 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 any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the NotesNotes of the Controlling Class; or (c) the occurrence of an Insolvency Event with respect to the Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days or under clause (b) for a period of 90 days, will not constitute a Servicer Termination Event if that failure or delay was caused by Force Majeure or other similar occurrence.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) any Any failure by the Servicer to deposit into the Collection any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business Days days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) failure Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Noteholders Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of 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 any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount Amounts of the Controlling Class of Notes; or (c) the The occurrence of an Insolvency Event with respect to the Servicer. Notwithstanding the foregoing; provided, however, that a delay in or failure of performance referred to under clause clauses (a) above for a period of 45 10 days or under clause (b) above for a period of 90 days, 30 days will not constitute a Servicer Termination Event if that such delay or failure or delay was caused by Force Majeure force majeure or other similar occurrence.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) any Any failure by the Servicer to deposit into the Collection any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business Days days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) failure Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Noteholders Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of 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 any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount Amounts of the Notes; or (c) the The occurrence of an Insolvency Event with respect to the Servicer. Notwithstanding the foregoing; provided, however, that a delay in or failure of performance referred to under clause clauses (a) above for a period of 45 10 days or under clause (b) above for a period of 90 days, 30 days will not constitute a Servicer Termination Event if that such delay or failure or delay was caused by Force Majeure force majeure or other similar occurrence.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “"Servicer Termination Event”": (a) any failure by the Servicer to deposit into the Collection Account any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of five Business Days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Noteholders Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of 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 any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount Amounts of the Controlling Class of Notes; or (c) the occurrence of an Insolvency Event with respect to the Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days or under clause (b) for a period of 90 days, will not constitute a Servicer Termination Event if that failure or delay was caused by Force Majeure or other similar occurrence.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) any failure by the Servicer to deposit into the Collection Account any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of five Business Days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this AgreementAgreement (other than any covenant or agreement under Section 7.10), which failure (i) materially and adversely affects the rights of the Noteholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of 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 any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days or under clause (b) for a period of 90 days, will not constitute a Servicer Termination Event if that failure or delay was caused by Force Majeure or other similar occurrence.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “"Servicer Termination Event”": (a) any failure by the Servicer to deposit into the Collection Account any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of five Business Days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Noteholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of 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 any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days or under clause (b) for a period of 90 days, will not constitute a Servicer Termination Event if that failure or delay was caused by Force Majeure or other similar occurrence.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) any failure by the Servicer to deposit into the Collection Account any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of five Business Days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Noteholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of 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 any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the NotesNotes of the Controlling Class; or (c) the occurrence of an Insolvency Event with respect to the Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days or under clause (b) for a period of 90 days, will not constitute a Servicer Termination Event if that failure or delay was caused by Force Majeure or other similar occurrence.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “"Servicer Termination Event”": (a) any failure by the Servicer to deposit into the Collection Account any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of five Business Days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Noteholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of 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 any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Notes; orNotes of the Controlling Class; (c) the occurrence of an Insolvency Event with respect to the Servicer. Notwithstanding ; or (d) any failure by the foregoingServicer, a delay any Subservicer or any Subcontractor to deliver any information, report, certification, attestation or accountants' letter when and as required (including, without limitation, any failure by the Servicer to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB), which continues unremedied for [ten] calendar days after the date on which such information, report, certification or failure of performance referred accountants' letter was required to under clause (a) for a period of 45 days or under clause (b) for a period of 90 days, will not constitute a Servicer Termination Event if that failure or delay was caused by Force Majeure or other similar occurrencebe delivered.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “"Servicer Termination Event”": (a) any failure by the Servicer to deposit into the Collection Account any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of five Business Days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Noteholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of 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 any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Notes; orNotes of the Controlling Class; (c) the occurrence of an Insolvency Event with respect to the Servicer. Notwithstanding ; or (d) any failure by the foregoingServicer, a delay any Subservicer or any Subcontractor to deliver any information, report, certification, attestation or accountants’ letter when and as required (including, without limitation, any failure by the Servicer to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB), which continues unremedied for [ten] calendar days after the date on which such information, report, certification or failure of performance referred accountants’ letter was required to under clause (a) for a period of 45 days or under clause (b) for a period of 90 days, will not constitute a Servicer Termination Event if that failure or delay was caused by Force Majeure or other similar occurrencebe delivered.

Servicer Termination Events. For purposes of this Agreement, the The occurrence and continuance of any one of the following events shall constitute a “Servicer Termination Event”” hereunder: (a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account any proceeds or payment as required to be so delivered under the terms of by this Agreement that continues Agreement, which failure shall remain unremedied for a period of five Business Days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the ServicerDays; (b) any failure on the part of by the Servicer duly to observe or perform, perform in any material respect, respect any covenants other covenant or agreements agreement of the Servicer set forth in this Agreement, Agreement or in any other Servicer Transaction Documents which failure (i) materially has a Material Adverse Effect and adversely affects the rights of the Noteholders and (ii) continues remains unremedied for a period of 60 45 days after discovery of such failure by a Responsible Officer of the Servicer shall have knowledge or after the date on which written notice of such failure requiring failure; (c) any representation, warranty or certification made by the same Servicer in any Transaction Document or in any certificate delivered pursuant to be remedied any Transaction Document shall prove to have been given incorrect when made, which breach has a Material Adverse Effect and remains unremedied for 45 days after written notice thereof to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the NotesServicer; or (cd) the occurrence of an Insolvency Event shall occur with respect to the Servicer. Notwithstanding Upon the occurrence of any of the foregoing, a delay in or failure of performance referred notwithstanding anything herein to under clause (a) for a period of 45 days or under clause (b) for a period of 90 daysthe contrary, will not constitute a so long as any such Servicer Termination Event if that failure shall not have been remedied within any applicable cure period or delay was caused waived in writing by Force Majeure or other similar occurrencethe Deal Agent (at the direction of the Required Lenders), the Deal Agent, by written notice to the Servicer (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “"Servicer Termination Event”": (a) any failure by the Servicer to deposit into the Collection Account any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of five Business Days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Noteholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of 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 any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Notes; orNotes of the Controlling Class; (c) the occurrence of an Insolvency Event with respect to the Servicer. Notwithstanding ; or (d) any failure by the foregoingServicer, a delay any Subservicer or any Subcontractor to deliver any information, report, certification, attestation or accountants’ letter when and as required (including, without limitation, any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB), which continues unremedied for [ten] calendar days after the date on which such information, report, certification or failure of performance referred accountants’ letter was required to under clause (a) for a period of 45 days or under clause (b) for a period of 90 days, will not constitute a Servicer Termination Event if that failure or delay was caused by Force Majeure or other similar occurrencebe delivered.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “"Servicer Termination Event”": (a) any failure by the Servicer to deposit into the Collection Account any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of five Business Days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Noteholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of 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 any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Notes; or (c) the occurrence of an Insolvency Event with respect to the Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a1) for a period of 45 days or under clause (b2) for a period of 90 days, will not constitute a Servicer Termination Event if that failure or delay was caused by Force Majeure or other similar occurrence.