Common use of Term of Agreement; Resignation and Removal of Administrator Clause in Contracts

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(c), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice and (ii) the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (b) Subject to Section 1.09(c), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (c) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The appointment of any successor Administrator shall be effective after providing prior written notice to each Rating Agency with respect to the proposed appointment. (d) Subject to Section 1.09(c), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 21 contracts

Samples: Administration Agreement (Daimler Trucks Retail Trust 2024-1), Administration Agreement (Daimler Trucks Retail Trust 2024-1), Administration Agreement (Mercedes-Benz Auto Receivables Trust 2024-1)

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Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution termination of the IssuerTrust Agreement, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(c8(d) and Section 8(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 sixty (60) days' prior written notice notice. (b) Subject to Section 8(d) and (ii) Section 8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days' prior written notice. (bc) Subject to Section 1.09(c8(d) and Section 8(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clause (ii) above shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective only after providing prior written notice to each the satisfaction of the Rating Agency Condition with respect to the proposed appointment. (df) Subject to Section 1.09(c8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale Pooling and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement(subject to Section 8(d) hereof).

Appears in 10 contracts

Samples: Administration Agreement (Cit Equipment Collateral 2001-1), Administration Agreement (Cit Equipment Collateral 2003-Vt1), Administration Agreement (Cit Equipment Collateral 2000-2)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(cSections 8(e) and 8(f), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 30 days’ prior written notice notice. (c) Subject to Sections 8(e) and (ii) 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 30 days’ prior written notice. (bd) Subject to Section 1.09(cSections 8(e) and 8(f), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten 10 days (or, if such default cannot be cured in such time, shall not give within ten such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itthe event specified in clause (ii) of this Section shall occur, it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. . (f) The appointment of any successor Administrator shall be effective only after providing prior written the Rating Agency Condition with respect to such appointment shall have been satisfied. Promptly after the appointment of any successor Administrator, the successor Administrator shall provide notice of such appointment to each Rating Agency with respect to the proposed appointmentAgency. (dg) Subject to Section 1.09(c8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become succeed to the rights, duties and obligations of the Administrator under this Agreement.

Appears in 7 contracts

Samples: Administration Agreement (Nissan Auto Receivables 2013-a Owner Trust), Administration Agreement (Nissan Auto Receivables 2013-a Owner Trust), Administration Agreement (Nissan Auto Receivables Corp Ii)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution termination of the IssuerTrust Agreement, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(c)8(d) and Section 8(e) hereof, (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 sixty (60) days' prior written notice notice. (b) Subject to Section 8(d) and (iiSection 8(e) hereof, the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days' prior written notice. (bc) Subject to Section 1.09(c)8(d) and Section 8(e) hereof, at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clause (ii) above shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective only after providing prior written notice to each the satisfaction of the Rating Agency Condition with respect to the proposed appointment. (df) Subject to Section 1.09(c)8(d) and 8(e) hereof, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale Pooling and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreementresign.

Appears in 5 contracts

Samples: Administration Agreement (Cit Ec Ef 2001-A), Administration Agreement (CIT Equipment Collateral 2004-Ef1), Administration Agreement (NCT Funding Co LLC)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the IssuerSale and Servicing Agreement, upon which event when this Agreement shall automatically terminate. (ab) Subject to Section 1.09(c7(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior under this Agreement on sixty days written notice to the Trust. (c) Subject to Section 7(e) and (ii) with the Issuer written consent of the Credit Enhancer, the Trust may remove the Administrator without cause by providing on sixty days written notice to the Administrator with at least 60 days’ prior written noticeAdministrator. (bd) Subject to Section 1.09(c7(e), at the sole option of the IssuerTrust and with the written consent of the Credit Enhancer, the Administrator may be removed immediately upon on written notice of termination from the Issuer Trust to the Administrator if any of the following events shall occur: (i) the Administrator shall default defaults in the performance of any of its duties under this Agreement and, within ten days after notice of such the default, shall not either (A) fails to cure such default within ten days it or (or, B) if such the default cannot be cured in such timethat time period, shall not fails to give within ten days such any assurance of cure as shall be that is reasonably satisfactory to the Issuer)Trust; or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if If an Insolvency Event occurs with respect to itoccurs, it the Administrator shall give written notice thereof to notify the Issuer Trust, the Credit Enhancer, and the Indenture Trustee of the event within seven days after the occurrence of such eventits occurrence. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have has been appointed by the Issuer Trust and (ii) such the successor Administrator shall have agreed in writing to be bound by has assumed all the terms obligations of this Agreement in the same manner as the Administrator is bound hereunderunder this Agreement. The Trust shall use reasonable efforts to appoint a successor Administrator promptly following any resignation or removal. The appointment of any successor Administrator shall be effective only after providing prior written notice to each satisfaction of the Rating Agency with respect to Condition regarding the proposed appointment. (df) Subject The Owner Trustee shall not be required to Section 1.09(c), assume the Administrator acknowledges that upon the appointment duties of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this AgreementAgreement or under the other Related Agreements.

Appears in 4 contracts

Samples: Administration Agreement (CWHEQ Revolving Home Equity Loan Trust, Series 2007-D), Administration Agreement (CWHEQ Revolving Home Equity Loan Trust, Series 2007-B), Administration Agreement (CWHEQ Revolving Home Equity Loan Trust, Series 2007-C)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(cSections 8(e) and 8(f), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 sixty (60) days' prior written notice notice. (c) Subject to Sections 8(e) and (ii) 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement upon the occurrence of a Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (bd) Subject to Section 1.09(cSections 8(e) and 8(f), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if it such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iiiii) an Insolvency Event occurs with respect the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the Administratorentry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clauses (ii) or (iii) of this Section 8 shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (f) The appointment of any successor Administrator shall be effective only after providing prior written notice to each satisfaction of the Rating Agency Condition with respect to the proposed appointment. (dg) Subject to Section 1.09(c8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 3 contracts

Samples: Administration Agreement (Mmca Auto Owner Trust 2001-3), Administration Agreement (Mmca Auto Owner Trust 2001-3), Administration Agreement (Mmca Auto Owner Trust 2001 2)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2019-A Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Mercedes-Benz Auto Lease Trust 2019-A), Administration Agreement (Mercedes-Benz Auto Lease Trust 2019-A)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2012-A Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: 2012 a Administration Agreement (Mercedes-Benz Auto Lease Trust 2012-A), Administration Agreement (Mercedes-Benz Auto Lease Trust 2012-A)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(cSections 8(e) and 8(f), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 30 days’ prior written notice notice. (c) Subject to Sections 8(e) and (ii) 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 30 days’ prior written notice. (bd) Subject to Section 1.09(cSections 8(e) and 8(f), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten 10 days (or, if such default cannot be cured in such time, shall not give within ten such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itthe event specified in clause (ii) of this Section shall occur, it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. The 8 (Nissan 2014-B Administration Agreement) (f) So long as the Notes are outstanding, the appointment of any successor Administrator shall be effective only after providing prior written the Rating Agency Condition with respect to such appointment shall have been satisfied. Promptly after the appointment of any successor Administrator, the successor Administrator shall provide notice of such appointment to each Rating Agency with respect to the proposed appointmentAgency. (dg) Subject to Section 1.09(c8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become succeed to the rights, duties and obligations of the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Nissan Auto Receivables 2014-B Owner Trust), Administration Agreement (Nissan Auto Receivables 2014-B Owner Trust)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2021-A Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: 2021 a Administration Agreement (Mercedes-Benz Auto Lease Trust 2021-A), 2021 a Administration Agreement (Mercedes-Benz Auto Lease Trust 2021-A)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 20[__]-[_] Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Daimler Trust), Administration Agreement (Daimler Trust)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the IssuerTrust Agreement in accordance with its terms, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(c7(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 sixty (60) days’ prior written notice and notice. (iic) Subject to Section 7(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (bd) Subject to Section 1.09(c7(e), at the sole option of the Issuer, Issuer may remove the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clause (ii) of this Section 7(d) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The appointment of any If a successor Administrator shall be effective does not take office within sixty (60) days after providing prior written notice to each Rating Agency with respect to the proposed appointment. (d) Subject to Section 1.09(c)retiring Administrator resigns or is removed, the resigning or removed Administrator acknowledges that upon or the Issuer may petition any court of competent jurisdiction for the appointment of a Successor Servicer pursuant to successor Administrator. In the Sale and Servicing Agreementevent that the Administrator resigns or is terminated hereunder, the Administrator shall immediately resign use its commercially reasonable efforts to and such Successor Servicer shall automatically become cooperate with the Administrator under this AgreementIssuer and take other reasonable steps requested by the Issuer to assist in the orderly and efficient transfer of the administration of the Issuer to the successor Administrator.

Appears in 2 contracts

Samples: Administration Agreement (OneMain Financial Holdings, Inc.), Administration Agreement (OneMain Financial Holdings, Inc.)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2024-A Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Mercedes-Benz Auto Lease Trust 2024-A), Administration Agreement (Mercedes-Benz Auto Lease Trust 2024-A)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(c8(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 30 days’ prior written notice and notice. (iic) Subject to Section 8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 30 days’ prior written notice. (bd) Subject to Section 1.09(c8(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten 90 days (or, if such default cannot be cured in such time, shall not give within ten such 90 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. 6 (NAROT 2023-B Administration Agreement) The Administrator agrees that if an Insolvency Event occurs with respect to itthe event specified in clause (ii) of this Section shall occur, it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. The Promptly after the appointment of any successor Administrator, the successor Administrator shall be effective after providing prior written provide notice of such appointment to each Rating Agency with respect to the proposed appointmentAgency. (d) Subject to Section 1.09(c), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (NISSAN AUTO RECEIVABLES Co II LLC), Administration Agreement (NISSAN AUTO RECEIVABLES Co II LLC)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2018-B Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Mercedes-Benz Auto Lease Trust 2018-B), 2018 B Administration Agreement (Mercedes-Benz Auto Lease Trust 2018-B)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2016-A Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: 2016 a Administration Agreement (Mercedes-Benz Auto Lease Trust 2016-A), Administration Agreement (Mercedes-Benz Auto Lease Trust 2016-A)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 20[__]-[__] Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Daimler Trust), Administration Agreement (Daimler Trust)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2023-A Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Mercedes-Benz Auto Lease Trust 2023-A), Administration Agreement (Mercedes-Benz Auto Lease Trust 2023-A)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(cSections 8(e) and 8(f), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 30 days’ prior written notice notice. (c) Subject to Sections 8(e) and (ii) 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 30 days’ prior written notice. (bd) Subject to Section 1.09(cSections 8(e) and 8(f), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten 10 days (or, if such default cannot be cured in such time, shall not give within ten such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itthe event specified in clause (ii) of this Section shall occur, it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event.. 8 (Nissan 2015-B Administration Agreement) (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. The . (f) So long as the Notes are outstanding, the appointment of any successor Administrator shall be effective only after providing prior written the Rating Agency Condition with respect to such appointment shall have been satisfied. Promptly after the appointment of any successor Administrator, the successor Administrator shall provide notice of such appointment to each Rating Agency with respect to the proposed appointmentAgency. (dg) Subject to Section 1.09(c8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become succeed to the rights, duties and obligations of the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Nissan Auto Receivables Corp Ii), Administration Agreement (Nissan Auto Receivables Corp Ii)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2017-A Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Mercedes-Benz Auto Lease Trust 2017-A), Administration Agreement (Mercedes-Benz Auto Lease Trust 2017-A)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 8(d) and 8(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 8(d) and (ii) 8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 8(d) and 8(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) any failure by the Administrator shall default to duly observe or perform in the performance of any material respect any of its duties under material covenants or agreements in this Agreement andor the Related Agreements, after notice which failure materially and adversely affects the rights of such defaultthe Issuer, shall not cure such default within ten the Insurer or the Noteholders, and which continues unremedied for 60 days (or, if or for such default canlonger period not be cured in such time, shall not give within ten excess of 90 days such assurance of cure as shall may be reasonably satisfactory necessary to remedy such failure; provided that (i) such failure is capable of remedy within 90 days or less and (ii) the Issuer); orControlling Party consents to such longer cure period) after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or the Insurer; (ii) an Insolvency Event occurs with respect to the AdministratorAdministrator suffers a Bankruptcy Event. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer with the consent of the Insurer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective only after providing prior written notice to each satisfaction of the Rating Agency Condition with respect to the proposed appointment. (df) Subject to Section 1.09(c8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing AgreementAgreement and the consent of such Successor Servicer to its appointment as Administrator, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement; provided, however, that this subsection (f) shall not apply at such times as the Indenture Trustee shall be the Successor Servicer.

Appears in 2 contracts

Samples: Administration Agreement (Onyx Acceptance Owner Trust 2005-B), Administration Agreement (Onyx Acceptance Owner Trust 2005-A)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(c8(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 30 days’ prior written notice and notice. (iic) Subject to Section 8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 30 days’ prior written notice. (bd) Subject to Section 1.09(c8(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten 90 days (or, if such default cannot be cured in such time, shall not give within ten such 90 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. 6 (NAROT 2022-B Administration Agreement) The Administrator agrees that if an Insolvency Event occurs with respect to itthe event specified in clause (ii) of this Section shall occur, it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. The Promptly after the appointment of any successor Administrator, the successor Administrator shall be effective after providing prior written provide notice of such appointment to each Rating Agency with respect to the proposed appointmentAgency. (d) Subject to Section 1.09(c), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Nissan Auto Receivables 2022-B Owner Trust), Administration Agreement (NISSAN AUTO RECEIVABLES Co II LLC)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2021-B Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Mercedes-Benz Auto Lease Trust 2021-B), Administration Agreement (Mercedes-Benz Auto Lease Trust 2021-B)

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall will continue in force until the dissolution termination of the Issuerlegal existence of the Issuer in accordance with Section 8.01 of the Trust Agreement, upon which event this Administration Agreement shall will automatically terminate. (a) Subject to Section 1.09(c), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice and (ii) the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (b) Subject to Section 1.09(c8(e) and (f), the Administrator may resign its duties under this Administration Agreement by providing the Issuer with at least sixty (60) days' prior written notice and, in such event, the Issuer agrees to appoint a successor Administrator promptly. (c) Subject to Section 8(e) and (f), at the sole option of the Issuer, the Administrator may be removed immediately upon sixty (60) days' prior written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer Owner Trustee and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Administration Agreement in on substantially the same manner terms as the Administrator is bound hereunder. The Administrator will provide written notice of any such resignation or removal to the Indenture Trustee, with a copy to the Rating Agencies. (e) The appointment of any successor Administrator shall by the Owner Trustee will be effective only after providing prior written notice to each satisfaction of the Rating Agency Condition with respect to the proposed appointment. (df) Subject to Section 1.09(c8(d) and (e), the Administrator acknowledges that parties hereto acknowledge that, upon the appointment of a Successor successor Servicer pursuant to the Sale Transfer and Servicing AgreementAgreement and acceptance by the successor servicer of such appointment, the Administrator shall will resign immediately resign and such Successor successor Servicer shall will automatically become the Administrator under this Administration Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Nissan Wholesale Receivables Corp Ii), Administration Agreement (Nissan Wholesale Receivables Corp Ii)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(c8(d) and Section 8(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 sixty (60) days' prior written notice notice. (b) Subject to Section 8(d) and (ii) Section 8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days' prior written notice. (bc) Subject to Section 1.09(c8(d) and Section 8(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clause (ii) above shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective only after providing prior written notice to each the satisfaction of the Rating Agency Condition with respect to the proposed appointment. (df) Subject to Section 1.09(c8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Pooling Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement(subject to Section 8(d) hereof).

Appears in 2 contracts

Samples: Administration Agreement (NCT Funding Co LLC), Administration Agreement (NCT Funding Co LLC)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2020-A Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: 2020 a Administration Agreement (Mercedes-Benz Auto Lease Trust 2020-A), Administration Agreement (Mercedes-Benz Auto Lease Trust 2020-A)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution payment in full of the IssuerBonds (and any Additional Bonds), and any other amount which may become due and payable under the Indenture (or under any Additional Indenture), upon which event this Agreement shall automatically terminate. (a. Notwithstanding the foregoing, the Administrator's obligation under Section 11(c) Subject to Section 1.09(c), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice and (ii) the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written noticeindemnify Customers shall survive termination of this Agreement. (b) The Administrator shall not resign from the obligations and duties imposed on it as Administrator under this Agreement except upon a determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law. Notice of any such determination permitting the resignation of the Administrator shall be communicated to the Issuer, the Commission, each Trustee and each Rating Agency at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time), and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Issuer, the Commission and each Trustee concurrently with or promptly after such notice. (c) Subject to Section 1.09(c), at the sole option satisfaction of the IssuerCommission Condition set forth in Section 13(b) of this Agreement, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur:. (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not fail to cure such default within ten 30 days (or, if such default cannot be cured in such time, shall not fail to give within ten 30 days such assurance of cure as shall be reasonably satisfactory to the IssuerIssuer and the Commission); or (ii) an Insolvency Event occurs with respect to the Administrator. ; The Administrator agrees that if an Insolvency Event occurs with respect to itevent specified in clause (ii) of this Section 8(c) shall occur, it shall give written notice thereof to the Issuer Issuer, the Commission and the Indenture Trustee within seven days after the occurrence happening of such event. (cd) No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until (i) a successor Administrator shall have been appointed by the Issuer Issuer, the Rating Agency Condition shall have been satisfied with respect to the proposed appointment, the Commission Condition set forth in Section 13(b) of this Agreement has been satisfied, and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The appointment of any successor Administrator shall be effective after providing prior written notice to each Rating Agency with respect to the proposed appointment. (de) Subject to No Administrator default may be waived without satisfaction of the Commission Condition set forth in Section 1.09(c), the Administrator acknowledges that upon the appointment 13(b) of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Florida Power & Light Co), Administration Agreement (FPL Recovery Funding LLC)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2019-B Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Mercedes-Benz Auto Lease Trust 2019-B), Administration Agreement (Mercedes-Benz Auto Lease Trust 2019-B)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(cSections 8(e) and 8(f), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 30 days’ prior written notice notice. (c) Subject to Sections 8(e) and (ii) 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 30 days’ prior written notice. (bd) Subject to Section 1.09(cSections 8(e) and 8(f), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten 10 days (or, if such default cannot be cured in such time, shall not give within ten such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itthe event specified in clause (ii) of this Section shall occur, it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. The 8 (Nissan 2013-C Administration Agreement) (f) So long as the Notes are outstanding, the appointment of any successor Administrator shall be effective only after providing prior written the Rating Agency Condition with respect to such appointment shall have been satisfied. Promptly after the appointment of any successor Administrator, the successor Administrator shall provide notice of such appointment to each Rating Agency with respect to the proposed appointmentAgency. (dg) Subject to Section 1.09(c8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become succeed to the rights, duties and obligations of the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Nissan Auto Receivables 2013-C Owner Trust), Administration Agreement (Nissan Auto Receivables 2013-C Owner Trust)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(cSections 8(e) and 8(f), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 30 days’ prior written notice notice. (c) Subject to Sections 8(e) and (ii) 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 30 days’ prior written notice. (bd) Subject to Section 1.09(cSections 8(e) and 8(f), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten 10 days (or, if such default cannot be cured in such time, shall not give within ten such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itthe event specified in clause (ii) of this Section shall occur, it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event.. 8 (Nissan 2015-C Administration Agreement) (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. The . (f) So long as the Notes are outstanding, the appointment of any successor Administrator shall be effective only after providing prior written the Rating Agency Condition with respect to such appointment shall have been satisfied. Promptly after the appointment of any successor Administrator, the successor Administrator shall provide notice of such appointment to each Rating Agency with respect to the proposed appointmentAgency. (dg) Subject to Section 1.09(c8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become succeed to the rights, duties and obligations of the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Nissan Auto Receivables 2015-C Owner Trust), Administration Agreement (Nissan Auto Receivables 2015-C Owner Trust)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the IssuerIssuer in accordance with Section 9.01 of the Trust Agreement, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(cSections 9(d) and 9(e), (i) the Administrator may resign its duties hereunder by providing the Issuer and the Indenture Trustee with at least 60 sixty days’ prior written notice and (ii) the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (bc) Subject to Section 1.09(cSections 9(d) and 9(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator (with a copy to the Indenture Trustee) if any of the following events shall occur: (i) the Administrator shall default in any material respect in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory longer period acceptable to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days (7) Business Days after the occurrence happening of such event. (cd) No resignation or removal of the Administrator pursuant to this Section 9 shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The Issuer shall provide written notice of any such resignation or removal to the Indenture Trustee, with a copy to the Rating Agencies. (e) The appointment of any successor Administrator shall be effective only after providing prior written notice to each satisfaction of the Rating Agency Condition with respect to the proposed appointment. (d) Subject to Section 1.09(c), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Merrill Auto Trust Securitization 2007-1), Administration Agreement (Merrill Auto Trust Securitization 2005-1)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(c8(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 30 days’ prior written notice and notice. (iic) Subject to Section 8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 30 days’ prior written notice. (bd) Subject to Section 1.09(c8(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten 90 days (or, if such default cannot be cured in such time, shall not give within ten such 90 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. 6 (NAROT 2018-C Administration Agreement) The Administrator agrees that if an Insolvency Event occurs with respect to itthe event specified in clause (ii) of this Section shall occur, it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. The Promptly after the appointment of any successor Administrator, the successor Administrator shall be effective after providing prior written provide notice of such appointment to each Rating Agency with respect to the proposed appointmentAgency. (d) Subject to Section 1.09(c), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Nissan Auto Receivables 2018-C Owner Trust), Administration Agreement (Nissan Auto Receivables 2018-C Owner Trust)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution termination of the IssuerTrust Agreement, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(c)8(d) and Section 8(e) hereof, (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice and sixty (ii60) the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (b) Subject to Section 1.09(c)8(d) and Section 8(e) hereof, the Issuer may remove the Administrator with or without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) Subject to Section 8(d) and Section 8(e) hereof, at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clause (ii) above shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective only after providing prior written notice to each the satisfaction of the Rating Agency Condition with respect to the proposed appointment. (df) Subject to Section 1.09(c)8(d) and 8(e) hereof, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale Pooling and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreementresign.

Appears in 2 contracts

Samples: Administration Agreement (CIT Equipment Collateral 2006-Vt1), Administration Agreement (Cit Equipment Collateral 2006-Vt2)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the IssuerSale and Servicing Agreement, upon which event when this Agreement shall automatically terminate. (ab) Subject to Section 1.09(c7(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior under this Agreement on sixty days written notice to the Trust and the Credit Enhancer. (iic) Subject to Section 7(e) and with the Issuer written consent of the Credit Enhancer, the Trust may remove the Administrator without cause by providing on sixty days written notice to the Administrator with at least 60 days’ prior written noticeAdministrator. (bd) Subject to Section 1.09(c7(e), at the sole option of the IssuerTrust and with the written consent of the Credit Enhancer, the Administrator may be removed immediately upon on written notice of termination from the Issuer Trust to the Administrator if any of the following events shall occur: (i) the Administrator shall default defaults in the performance of any of its duties under this Agreement and, within ten days after notice of such the default, shall not either (A) fails to cure such default within ten days it or (or, B) if such the default cannot be cured in such timethat time period, shall not fails to give within ten days such any assurance of cure as shall be that is reasonably satisfactory to the Issuer)Trust; or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if If an Insolvency Event occurs with respect to itoccurs, it the Administrator shall give written notice thereof to notify the Issuer Trust, the Credit Enhancer, and the Indenture Trustee of the event within seven days after the occurrence of such eventits occurrence. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have has been appointed by the Issuer Trust and (ii) such the successor Administrator shall have agreed in writing to be bound by has assumed all the terms obligations of this Agreement in the same manner as the Administrator is bound hereunderunder this Agreement. The Trust shall use reasonable efforts to appoint a successor Administrator promptly following any resignation or removal. The appointment of any successor Administrator shall be effective only after providing prior written notice to each satisfaction of the Rating Agency with respect to Condition regarding the proposed appointment. (df) Subject The Owner Trustee shall not be required to Section 1.09(c), assume the Administrator acknowledges that upon the appointment duties of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this AgreementAgreement or under the other Related Agreements.

Appears in 2 contracts

Samples: Administration Agreement (CWHEQ Revolving Home Equity Loan Trust, Series 2007-E), Administration Agreement (CWHEQ Revolving Home Equity Loan Trust, Series 2006-G)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(cSections 8(e) and 8(f), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 30 days’ prior written notice notice. (c) Subject to Sections 8(e) and (ii) 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 30 days’ prior written notice. (bd) Subject to Section 1.09(cSections 8(e) and 8(f), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten 10 days (or, if such default cannot be cured in such time, shall not give within ten such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itthe event specified in clause (ii) of this Section shall occur, it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. The 8 (Nissan 2014-A Administrative Agreement) (f) So long as the Notes are outstanding, the appointment of any successor Administrator shall be effective only after providing prior written the Rating Agency Condition with respect to such appointment shall have been satisfied. Promptly after the appointment of any successor Administrator, the successor Administrator shall provide notice of such appointment to each Rating Agency with respect to the proposed appointmentAgency. (dg) Subject to Section 1.09(c8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become succeed to the rights, duties and obligations of the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Nissan Auto Receivables 2014-a Owner Trust), Administration Agreement (Nissan Auto Receivables 2014-a Owner Trust)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(c8(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 30 days’ prior written notice and notice. (iic) Subject to Section 8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 30 days’ prior written notice. (bd) Subject to Section 1.09(c8(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten 90 days (or, if such default cannot be cured in such time, shall not give within ten such 90 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. 6 (NAROT 2020-B Administration Agreement) The Administrator agrees that if an Insolvency Event occurs with respect to itthe event specified in clause (ii) of this Section shall occur, it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. The Promptly after the appointment of any successor Administrator, the successor Administrator shall be effective after providing prior written provide notice of such appointment to each Rating Agency with respect to the proposed appointmentAgency. (d) Subject to Section 1.09(c), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Nissan Auto Receivables Corp Ii), Administration Agreement (Nissan Auto Receivables Corp Ii)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2016-B Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Mercedes-Benz Auto Lease Trust 2016-B), Administration Agreement (Mercedes-Benz Auto Lease Trust 2016-B)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(cSections 8(e) and 8(f), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 30 days’ prior written notice notice. (c) Subject to Sections 8(e) and (ii) 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 30 days’ prior written notice. (bd) Subject to Section 1.09(cSections 8(e) and 8(f), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten 10 days (or, if such default cannot be cured in such time, shall not give within ten such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itthe event specified in clause (ii) of this Section shall occur, it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. The 8 (Nissan 2013-B Administration Agreement) (f) So long as the Notes are outstanding, the appointment of any successor Administrator shall be effective only after providing prior written the Rating Agency Condition with respect to such appointment shall have been satisfied. Promptly after the appointment of any successor Administrator, the successor Administrator shall provide notice of such appointment to each Rating Agency with respect to the proposed appointmentAgency. (dg) Subject to Section 1.09(c8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become succeed to the rights, duties and obligations of the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Nissan Auto Receivables 2013-B Owner Trust), Administration Agreement (Nissan Auto Receivables 2013-B Owner Trust)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2024-B Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Mercedes-Benz Auto Lease Trust 2024-B), Administration Agreement (Mercedes-Benz Auto Lease Trust 2024-B)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2018-A Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Mercedes-Benz Auto Lease Trust 2018-A), Administration Agreement (Mercedes-Benz Auto Lease Trust 2018-A)

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Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(cSections 8(e) and 8(f), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 30 days’ prior written notice notice. (c) Subject to Sections 8(e) and (ii) 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 30 days’ prior written notice. (bd) Subject to Section 1.09(cSections 8(e) and 8(f), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten 10 days (or, if such default cannot be cured in such time, shall not give within ten such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itthe event specified in clause (ii) of this Section shall occur, it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. The . (f) So long as the Notes are outstanding, the appointment of any successor Administrator shall be effective only after providing prior written the Rating Agency Condition with respect to such appointment shall have been satisfied. Promptly after the appointment of any successor Administrator, the successor Administrator shall provide notice of such appointment to each Rating Agency with respect to the proposed appointmentAgency. (dg) Subject to Section 1.09(c8(e) and 8(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become succeed to the rights, duties and obligations of the Administrator under this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Nissan Auto Receivables Corp Ii), Administration Agreement (Nissan Auto Receivables Corp Ii)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution termination of the IssuerTrust Agreement, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(c)8(d) and Section 8(e) hereof, (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 sixty (60) days’ prior written notice and (ii) the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ ' prior written notice. (b) Subject to Section 1.09(c)8(d) and Section 8(e) hereof, the Issuer may remove the Administrator with or without cause by providing the Administrator with at least sixty (60) days' prior written notice. (c) Subject to Section 8(d) and Section 8(e) hereof, at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clause (ii) above shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective only after providing prior written notice to each the satisfaction of the Rating Agency Condition with respect to the proposed appointment. (df) Subject to Section 1.09(c)8(d) and 8(e) hereof, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale Pooling and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreementresign.

Appears in 2 contracts

Samples: Administration Agreement (Cit Funding Co, LLC), Administration Agreement (CIT Equipment Collateral 2005-Ef1)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the IssuerSale and Servicing Agreement, upon which event when this Agreement shall automatically terminate. (ab) Subject to Section 1.09(c7(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior under this Agreement on sixty days written notice and to the Trust. (iic) Subject to Section 7(e), the Issuer Trust may remove the Administrator without cause by providing on sixty days written notice to the Administrator with at least 60 days’ prior written noticeAdministrator. (bd) Subject to Section 1.09(c7(e), at the sole option of the IssuerTrust, the Administrator may be removed immediately upon on written notice of termination from the Issuer Trust to the Administrator if any of the following events shall occur: (i) the Administrator shall default defaults in the performance of any of its duties under this Agreement and, within ten days after notice of such the default, shall not either (A) fails to cure such default within ten days it or (or, B) if such the default cannot be cured in such timethat time period, shall not fails to give within ten days such any assurance of cure as shall be that is reasonably satisfactory to the Issuer)Trust; or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if If an Insolvency Event occurs with respect to itoccurs, it the Administrator shall give written notice thereof to notify the Issuer Trust and the Indenture Trustee of the event within seven days after the occurrence of such eventits occurrence. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have has been appointed by the Issuer Trust and (ii) such the successor Administrator shall have agreed in writing to be bound by has assumed all the terms obligations of this Agreement in the same manner as the Administrator is bound hereunderunder this Agreement. The Trust shall use reasonable efforts to appoint a successor Administrator promptly following any resignation or removal. The appointment of any successor Administrator shall be effective only after providing prior written notice to each satisfaction of the Rating Agency with respect to Condition regarding the proposed appointment. (df) Subject The Owner Trustee shall not be required to Section 1.09(c), assume the Administrator acknowledges that upon the appointment duties of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this AgreementAgreement or under the other Related Agreements.

Appears in 2 contracts

Samples: Administration Agreement (CWHEQ Revolving Home Equity Loan Trust, Series 2007-G), Administration Agreement (CWHEQ, Inc.)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2020-B Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 2 contracts

Samples: 2020 B Administration Agreement (Mercedes-Benz Auto Lease Trust 2020-B), 2020 B Administration Agreement (Mercedes-Benz Auto Lease Trust 2020-B)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2015-B Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Mercedes-Benz Auto Lease Trust 2015-B)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(cSections 1.09(d) and (e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice and (ii) the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and (e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten 30 days (or, if such default cannot be cured in such time, shall not give within ten 30 days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itany event specified in clause (ii) above shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective only after providing prior written notice to each satisfaction of the Rating Agency Condition with respect to the proposed appointment. (d) Subject to Section 1.09(c), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Nordstrom Inc)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(cSections 8(e) and (f), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days' prior written notice notice. (c) Subject to Sections 8(e) and (ii) f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days' prior written notice. (bd) Subject to Section 1.09(cSections 8(e) and (f), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after written notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) the occurrence of an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clause (ii) of this Section shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. hereunder and (iii) the Owner Trustee and the Indenture Trustee consent to the appointment of the successor Administrator. (f) The termination of the Administrator and the appointment of any successor Administrator shall be effective after providing prior written notice to each only if the Rating Agency Condition is satisfied with respect to the proposed appointmentappointment of such successor Administrator. (dg) Subject to Section 1.09(c)A successor Administrator shall execute, the Administrator acknowledges that upon the acknowledge and deliver a written acceptance of its appointment of a Successor Servicer pursuant hereunder to the Sale resigning Administrator and Servicing Agreement, to the Issuer. Thereupon the resignation or removal of the resigning Administrator shall immediately resign become effective, and such Successor Servicer the successor Administrator shall automatically become have all the rights, powers and duties of the Administrator under this Agreement. The successor Administrator shall mail a notice of its succession to the Noteholders and the Certificateholders. The resigning Administrator shall promptly transfer or cause to be transferred all property and any related agreements, documents and statements held by it as Administrator to the successor Administrator and the resigning Administrator shall execute and deliver such instruments and do other things as may reasonably be required for fully and certainly vesting in the successor Administrator all rights, power, duties and obligations hereunder. (h) In no event shall a resigning Administrator be liable for the acts or omissions of any successor Administrator hereunder. (i) The Administrator may, at any time without notice or consent, delegate any or all of its duties under this Agreement to any of its Affiliates or to sub-contractors who are in the business of performing such duties; provided, that no such delegation shall relieve the Administrator of its responsibility with respect to such duties and the Administrator shall remain obligated and liable to the Issuer and the Indenture Trustee for its duties hereunder as if the Administrator alone were performing such duties. The Administrator shall pay any compensation payable to such Person from its own funds and none of the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders shall have any liability to such Person with respect thereto. Without limitation of the foregoing, the Servicer shall be responsible for compliance by any such Person with all applicable laws, rules or regulations. Any agreement that may be entered into by the Administrator and a Person that provides for any delegation of the Administrator's duties hereunder to such Person shall be deemed to be between the Administrator and such Person alone, and the Issuer, the Owner Trustee, the Indenture Trustee and Holders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect thereto.

Appears in 1 contract

Samples: Administration Agreement (Fifth Third Auto Trust 2004-A)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(c)10(e) hereof, (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. In addition, subject to Section 10(e) hereof, the Bank may resign from its obligations as Administrator hereunder at any time that it determines in its sole discretion that events have occurred which create a conflict between its duties hereunder and its duties as Securities Administrator under the Indenture, any such determination to be evidenced by a certificate signed by an Authorized Officer of the Bank to such effect. In the event that the Bank shall resign from its obligations as Administrator hereunder, the Bank hereby agrees to simultaneously resign from its obligations as Securities Administrator under the Indenture. The Bank further agrees to resign from its obligations as Administrator under this Agreement, at any time that it ceases for any reason whatsoever to perform the obligations of the Securities Administrator under the Indenture. (iic) Subject to Section 10(e) of this Agreement, the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice; provided that the Bank may continue to act as Securities Administrator under the Indenture. (bd) Subject to Section 1.09(c)10(e) of this Agreement, at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall (x) enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or (y) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or (z) order the winding-up or liquidation of the Administrator’s affairs; or (iiiii) an Insolvency Event occurs with respect the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the Administratorentry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer and the Indenture Owner Trustee within seven days after the occurrence happening of such event. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and Depositor (with the consent of the Owner Trustee which consent shall not be unreasonably withheld), (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The appointment hereunder and (iii) the Rating Agencies, after having been given ten days prior notice of any successor Administrator shall be effective after providing prior written notice to each Rating Agency with respect to the such proposed appointment. (d) Subject to Section 1.09(c), shall have confirmed in writing that such appointment will not result in a qualification, downgrade or withdrawal of the then-current rating of the Notes. If no such successor is appointed within 30 days of the resignation or removal of the Administrator, the Administrator acknowledges that may petition a court of competent jurisdiction to appoint such a successor and upon the such appointment of a Successor Servicer pursuant such successor shall be deemed to be acceptable to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this AgreementOwner Trustee.

Appears in 1 contract

Samples: Administration Agreement (Encore Credit Receivables Trust 2005-3)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer [and the Swap Counterparty] with at least 60 sixty (60) days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator [and the Swap Counterparty] with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator [(with a copy to the Swap Counterparty)] if any of the following events shall occur: (i) the Administrator shall default fail to perform in the performance of any respect any of its duties covenants or agreements under this Agreement andAgreement, which failure materially and adversely affects the rights of the Issuer or the Noteholders, and which continues unremedied for ninety (90) days after discovery thereof by the Administrator or receipt by the Administrator of written notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance the failure from the Indenture Trustee or the Noteholders of cure as shall be reasonably satisfactory to at least 25% of the Issuer)Outstanding Amount; or (ii) an Insolvency Event any event of insolvency occurs such that, with respect to the Administrator, (A) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Administrator or any substantial part of its property in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or for any substantial part of its property, or ordering the winding-up or liquidation of the Administrator’s affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or (B) the commencement by the Administrator of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Administrator to the entry of an order for relief in an involuntary case under any such law, or the consent by the Administrator to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or for any substantial part of its property, or the making by the Administrator of any general assignment for the benefit of creditors, or the failure by the Administrator generally to pay its debts as such debts become due, or the taking of action by the Administrator in furtherance of any of the foregoing. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clause (ii) above shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days ten (10) Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. hereunder and (iii) such successor Administrator shall have agreed to coordinate with the Depositor or AHFC regarding communications to the Rating Agencies. (e) The appointment of any successor Administrator shall be effective only after providing prior written notice to each satisfaction of the Rating Agency Condition with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement. (g) The Issuer, subject to Section 1.13 hereof, may waive in writing any failure by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past failure by the Administrator, such failure shall cease to exist, and any failure arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other failure by the Administrator or impair any right consequent thereon.

Appears in 1 contract

Samples: Administration Agreement (American Honda Receivables LLC)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the IssuerTrust Agreement in accordance with its terms, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(c7(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 sixty (60) days’ prior written notice and notice. (iic) Subject to Section 7(e), the Issuer and the Required Noteholders (or the Administrative Agent acting at their direction) may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (bd) Subject to Section 1.09(c7(e), the Issuer and the Required Noteholders (or the Administrative Agent acting at the sole option of the Issuer, their direction) may remove the Administrator may be removed immediately upon written notice of termination from the Issuer following the receipt of the consent of the Required Noteholders or the Administrative Agent, as applicable, to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clause (ii) of this Section 7(d) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The appointment of any If a successor Administrator shall be effective does not take office within sixty (60) days after providing prior written notice to each Rating Agency with respect to the proposed appointment. (d) Subject to Section 1.09(c)retiring Administrator resigns or is removed, the resigning or removed Administrator acknowledges that upon or the Issuer may petition any court of competent jurisdiction for the appointment of a Successor Servicer pursuant to successor Administrator. In the Sale and Servicing Agreementevent that the Administrator resigns or is terminated hereunder, the Administrator shall immediately resign use its commercially reasonable efforts to and such Successor Servicer shall automatically become cooperate with the Administrator under this AgreementIssuer and take other reasonable steps requested by the Issuer to assist in the orderly and efficient transfer of the administration of the Issuer to the successor Administrator.

Appears in 1 contract

Samples: Administration Agreement (OneMain Financial Holdings, Inc.)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2013-A Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Mercedes-Benz Auto Lease Trust 2013-A)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(c10(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days' prior written notice and notice. (iic) Subject to Section 10(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days' prior written notice. (bd) Subject to Section 1.09(c10(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events (each, an "Administrator Replacement Event") shall occur: (i) any failure by the Administrator shall default to duly observe or perform in the performance of any material respect any of its duties under covenants or agreements in this Agreement, which failure materially and adversely affects the rights of any holder of the Transaction SUBI Certificate or the Noteholders, and which continues unremedied for 90 days after discovery thereof by an officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the Outstanding Note Amount, voting together as a single class; (ii) any representation or warranty of the Administrator made in this Agreement andor any other Transaction Document to which the Administrator is a party or by which it is bound shall prove to be incorrect in any material respect when made, which failure materially and adversely affects the rights of any holder of the Transaction SUBI Certificate or the Noteholders, and such failure continues unremedied for 90 days after discovery thereof by an officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of such defaultthe Outstanding Note Amount, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance voting together as a single class; it being understood that any repurchase of cure as a Unit by VCI pursuant to Section 2.3 of the SUBI Sale Agreement shall be reasonably satisfactory deemed to the Issuer)remedy any incorrect representation or warranty with respect to such Unit; or (iii) the Administrator suffers a Bankruptcy Event; provided, however, that a delay in or failure of performance referred to under clauses (i) or (ii) above for a period of 150 days will not constitute an Insolvency Administrator Replacement Event occurs with respect to the Administratorif such delay or failure was caused by force majeure or other similar occurrence. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clauses (ii) or (iii) of this Section 10(d) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (ce) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The appointment of any successor Administrator shall be effective after providing prior written notice to each , and (iii) the Rating Agency Condition has been satisfied with respect to the such proposed appointment. (d) Subject to Section 1.09(c), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Volkswagen Auto Lease Trust 2002-A)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the IssuerTrust Agreement in accordance with its terms, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(c7(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice and notice. (iic) Subject to Section 7(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bd) Subject to Section 1.09(c7(e), at the sole option of the Issuer, Issuer may remove the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clause (ii) of this Section 7(d) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ce) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The appointment of any If a successor Administrator shall be effective does not take office within 60 days after providing prior written notice to each Rating Agency with respect to the proposed appointment. (d) Subject to Section 1.09(c)retiring Administrator resigns or is removed, the resigning or removed Administrator acknowledges that upon or the Issuer may petition any court of competent jurisdiction for the appointment of a Successor Servicer pursuant to successor Administrator. In the Sale and Servicing Agreementevent that the Administrator resigns or is terminated hereunder, the Administrator shall immediately resign use its commercially reasonable efforts to and such Successor Servicer shall automatically become cooperate with the Administrator under this AgreementIssuer and take other reasonable steps requested by the Issuer to assist in the orderly and efficient transfer of the administration of the Issuer to the successor Administrator.

Appears in 1 contract

Samples: Administration Agreement (OneMain Financial Holdings, Inc.)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2014-A Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Mercedes-Benz Auto Lease Trust 2014-A)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution termination of the IssuerTrust Agreement, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(c)8(d) and Section 8(e) hereof, (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 sixty (60) days’ prior written notice notice. (b) Subject to Section 8(d) and (iiSection 8(e) hereof, the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days’ prior written notice. (bc) Subject to Section 1.09(c)8(d) and Section 8(e) hereof, at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clause (ii) above shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective only after providing prior written notice to each the satisfaction of the Rating Agency Condition with respect to the proposed appointment. (df) Subject to Section 1.09(c)8(d) and 8(e) hereof, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale Pooling and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreementresign.

Appears in 1 contract

Samples: Administration Agreement (Cit Funding Co, LLC)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2015-A Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Mercedes-Benz Auto Lease Trust 2015-A)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(c8(d) and Section 8(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days' prior written notice notice. (b) Subject to Section 8(d) and (ii) Section 8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days' prior written notice. (bc) Subject to Section 1.09(c8(d) and Section 8(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clause (ii) above shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective only after providing prior written notice to each the satisfaction of the Rating Agency Condition with respect to the proposed appointment. (df) Subject to Section 1.09(c8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement(subject to Section 8(d) hereof).

Appears in 1 contract

Samples: Administration Agreement (Newcourt Receivables Corp Ii)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (b) Subject to Sections 1.09(d) and (ii) 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bc) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days Business Days provide such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an any Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days Business Days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective after providing the Transferor provides prior written notice to each Rating Agency with respect to the proposed appointment. (df) Subject to Section 1.09(cSections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and 2013-B Servicing AgreementSupplement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Mercedes-Benz Auto Lease Trust 2013-B)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution termination of the IssuerTrust Agreement, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(c)8(d) and Section 8(e) hereof, (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice and sixty (ii60) the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (b) Subject to Section 1.09(c)8(d) and Section 8(e) hereof, the Issuer may remove the Administrator with or without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) Subject to Section 8(d) and Section 8(e) hereof, at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itany event specified in clause (ii) above shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective only after providing prior written notice to each the satisfaction of the Rating Agency Condition with respect to the proposed appointment. (df) Subject to Section 1.09(c)8(d) and 8(e) hereof, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale Pooling and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreementresign.

Appears in 1 contract

Samples: Administration Agreement (CIT Equipment Collateral 2008-Vt1)

Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 1.09(c8(d) and Section 8(e), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 sixty (60) days' prior written notice notice. (b) Subject to Section 8(d) and (ii) Section 8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty (60) days' prior written notice. (bc) Subject to Section 1.09(c8(d) and Section 8(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs shall occur with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clause (ii) above shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. . (e) The appointment of any successor Administrator shall be effective only after providing prior written notice to each the satisfaction of the Rating Agency Condition with respect to the proposed appointment. (df) Subject to Section 1.09(c8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale Pooling and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement(subject to Section 8(d) hereof).

Appears in 1 contract

Samples: Administration Agreement (Newcourt Receivables Corp Ii)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the IssuerIssuer in accordance with Section 9.01 of the Trust Agreement, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(cSections 9(d) and 9(e), (i) the Administrator may resign its duties hereunder by providing the Issuer and the Indenture Trustee with at least 60 days’ prior written notice and (ii) the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 sixty days’ prior written notice. (bc) Subject to Section 1.09(cSections 9(d) and 9(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator (with a copy to the Indenture Trustee) if any of the following events shall occur: (i) the Administrator shall default in any material respect in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days Business Days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory longer period acceptable to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clauses (i) or (ii) of this Section 9(c) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days (7) Business Days after the occurrence happening of such event. (cd) No resignation or removal of the Administrator pursuant to this Section 9 shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The Issuer shall provide written notice of any such resignation or removal to the Indenture Trustee, with a copy to the Rating Agencies. (e) The appointment of any successor Administrator shall be effective only after providing prior written notice to each satisfaction of the Rating Agency Condition with respect to the proposed appointment. (d) Subject to Section 1.09(c), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Merrill Auto Trust Securitization 2008-1)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(cSections 10(e) and 10(f), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days' prior written notice notice. (c) Subject to Sections 10(e) and (ii) 10(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days' prior written notice. (bd) Subject to Section 1.09(c), at the sole option The occurrence of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any one of the following events (each, an "Administrator Replacement Event") shall occuralso entitle the Issuer, subject to Section 23 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator shall default in to deliver or cause to be delivered any required payment to the performance Indenture Trustee for distribution to the Noteholders of any Outstanding Series, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the related Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its duties under covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Administration Agreement Issuer or the Noteholders of any Outstanding Series, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the related Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Basic Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement andproves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuer or the Noteholders of any Outstanding Series, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of such defaultthe aggregate principal amount of the related Outstanding Notes, shall not cure such default within ten days voting together as a single class (or, if such default cannot be cured in such time, shall not give within ten days such assurance it being understood that any repurchase of cure as a Receivable by VCI pursuant to Section 2.2 of the Receivables Purchase Agreement shall be reasonably satisfactory deemed to the Issuerremedy any incorrect representation or warranty with respect to such Receivable); or (iv) the Administrator suffers a Bankruptcy Event; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of 150 days will not constitute an Insolvency Administrator Replacement Event occurs with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such eventdelay or failure was caused by force majeure or other similar occurrence. (ce) No resignation If an Administrator Replacement Event shall have occurred, the Issuer may, subject to Section 23 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or removal a portion of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer rights and (ii) such successor Administrator shall have agreed in writing to be bound by the terms powers of this Agreement in the same manner as the Administrator is bound hereunder. The appointment of any successor Administrator shall be effective after providing prior written notice to each Rating Agency with respect to the proposed appointment. (d) Subject to Section 1.09(c), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuer, subject to Section 23 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuer, subject to Section 23 hereof, pursuant to a management agreement between the Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all Administration Agreement documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuer to the new Administrator. (f) The Issuer, subject to Section 23 hereof, may waive in writing any Administrator Replacement Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to exist, and any Administrator Replacement Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon.

Appears in 1 contract

Samples: Administration Agreement (Volkswagen Dealer Finance LLC)

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall will continue in force until the dissolution termination of the Issuerlegal existence of the Issuer in accordance with Section 8.01 of the Trust Agreement, upon which event this Administration Agreement shall will automatically terminate. (a) Subject to Section 1.09(c), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice and (ii) the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (b) Subject to Section 1.09(c8(d), the Administrator may resign its duties under this Administration Agreement by providing the Issuer with at least sixty (60) days’ prior written notice and, in such event, the Issuer agrees to promptly appoint a successor Administrator. (c) Subject to Section 8(d), at the sole option of the Issuer, the Administrator may be removed immediately upon sixty (60) days’ prior written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to it, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (cd) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Administration Agreement in on substantially the same manner terms as the Administrator is bound hereunder. Upon resignation of the Administrator, the resigning Administrator will continue to perform its duties as administrator until a successor administrator has been appointed by the Issuer. The appointment Administrator will provide written notice of any successor Administrator shall be effective after providing prior written notice to each Rating Agency with respect such resignation or removal to the proposed appointmentIndenture Trustee, with a copy to the Rating Agencies. (de) Subject to Section 1.09(c8(d), the Administrator acknowledges that parties hereto acknowledge that, upon the appointment of a Successor successor Servicer pursuant to the Sale Transfer and Servicing AgreementAgreement and acceptance by the successor servicer of such appointment, the Administrator shall will resign immediately resign and such Successor successor Servicer shall will automatically become the Administrator under this Administration Agreement.

Appears in 1 contract

Samples: Administration Agreement (GMF Floorplan Owner Revolving Trust)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution termination of the IssuerIssuing Entity, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(c10(d), (i) the Administrator may resign its duties hereunder by providing the Issuer Issuing Entity with at least 60 days’ prior written notice and (ii) the Issuer may remove or, if the Administrator without cause by providing is no longer the Administrator with at least 60 days’ prior written noticeServicer, immediately. (bc) Subject to Section 1.09(c10(d), at the sole option of the IssuerIssuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuer Issuing Entity to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuing Entity of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the IssuerIssuing Entity); or (ii) an Insolvency Event occurs with respect to the Administrator. The Administrator agrees that if an Insolvency Event occurs with respect to itany of the events specified in clauses (ii) or (iii) of this Section 10(c) shall occur, it shall give written notice thereof to the Issuer Issuing Entity and the Indenture Trustee within seven days after the occurrence happening of such event. (cd) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and Issuing Entity, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The appointment of any successor Administrator shall be effective after providing prior written notice to each , and (iii) the Rating Agency Condition has been satisfied with respect to the such proposed appointment. (d) Subject to Section 1.09(c), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Ally Wholesale Enterprises LLC)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ab) Subject to Section 1.09(cSections 10(e) and 10(f), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice notice. (c) Subject to Sections 10(e) and (ii) 10(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (bd) Subject to Section 1.09(c), at the sole option The occurrence of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any one of the following events (each, an “Administrator Replacement Event”) shall occuralso entitle the Issuer, subject to Section 23 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator shall default in to deliver or cause to be delivered any required payment to the performance Indenture Trustee for distribution to the Noteholders of any Outstanding Series, which failure continues unremedied for ten business days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the related Outstanding Notes, voting together as a single class; (ii) any failure by the Administrator to duly observe or perform in any material respect any other of its duties under covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuer or the Noteholders of any Outstanding Series, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of the aggregate principal amount of the related Outstanding Notes, voting together as a single class; (iii) any representation or warranty of the Administrator made in any Basic Document to which the Administrator is a party or by which it is bound or any certificate delivered pursuant to this Agreement andproves to have been incorrect in any material respect when made, which failure materially and adversely affects the rights of the Issuer or the Noteholders of any Outstanding Series, and which failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing at least a majority of such defaultthe aggregate principal amount of the related Outstanding Notes, shall not cure such default within ten days voting together as a single class (or, if such default cannot be cured in such time, shall not give within ten days such assurance it being understood that any repurchase of cure as a Receivable by VCI pursuant to Section 2.2 of the Receivables Purchase Agreement shall be reasonably satisfactory deemed to the Issuerremedy any incorrect representation or warranty with respect to such Receivable); or (iv) the Administrator suffers a Bankruptcy Event; provided, however, that a delay in or failure of performance referred to under clauses (i), (ii) or (iii) above for a period of 150 days will not constitute an Insolvency Administrator Replacement Event occurs if such delay or failure was caused by force majeure or other similar occurrence. (e) If an Administrator Replacement Event shall have occurred, the Issuer may, subject to Section 23 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however, that such termination shall not become effective until such time as the Issuer, subject to Section 23 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuer, subject to Section 23 hereof, pursuant to a management agreement between the Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuer to the new Administrator. (f) The Issuer, subject to Section 23 hereof, may waive in writing any Administrator agrees that if an Insolvency Replacement Event occurs with respect by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Replacement Event, such Administrator Replacement Event shall cease to itexist, it and any Administrator Replacement Event arising therefrom shall give written be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Replacement Event or impair any right consequent thereon. (g) A copy of any notice thereof delivered to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (c) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The appointment of any successor Administrator shall be effective after providing prior written notice provided to each Rating Agency with respect to by the proposed appointmentparty delivering such notice. (d) Subject to Section 1.09(c), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Volkswagen Credit Auto Master Owner Trust)

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