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

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e) and 8(f), the Administrator may resign by providing the Issuer with at least 30 days' prior written notice. (c) Subject to Sections 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator at least 30 days' prior written notice. (d) Subject to Sections 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 fail to perform in any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 days (or, if such default cannot be cured in such time, shall not give within such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the consent by the Administrator to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (e) 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

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables Corp Ii)

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Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections Section 8(e) and 8(f(f), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 days' 60 days prior written notice. (c) Subject to Sections Section 8(e) and 8(f(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 days' 60 days prior written notice. (d) Subject to Sections Section 8(e) and 8(f(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 30 days (or, if such default cannot be cured in such time, shall not give within such 10 30 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtconservator, marshalling of assets and liabilities liquidator, assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyconservator, insolvencyliquidator, readjustment of debtassignee, marshalling of assets and liabilities trustee, custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or shall make any general assignment for the Administrator benefit of creditors, shall admit in writing its inability to pay its 11 debts generally as they become due or shall fail generally to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) of this Section 8(d) shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (e) 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 thethe 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Appears in 1 contract

Samples: Administration Agreement (Hrsi Funding Inc Ii)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the IssuerTrust, upon which event this Agreement shall automatically terminate. (b) Subject to Sections Section 8(e) and 8(f(f), the Administrator may resign its duties hereunder by providing the Issuer Trust with at least 30 days' 60 days prior written notice. (c) Subject to Sections Section 8(e) and 8(f(f), the Issuer Trust may remove the Administrator without cause by providing the Administrator with at least 30 days' 60 days prior written notice. (d) Subject to Sections Section 8(e) and 8(f(f), at the sole option of the IssuerTrust, the Administrator may be removed immediately upon written notice of termination from the Issuer Trust to the Administrator if any of the following events shall occur: (i) the Administrator shall fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 30 days (or, if such default cannot be cured in such time, shall not give within such 10 30 days such assurance of timely and complete cure as shall be reasonably satisfactory to the IssuerTrust); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtconservator, marshalling of assets and liabilities liquidator, assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyconservator, insolvencyliquidator, readjustment of debtassignee, marshalling of assets and liabilities trustee, custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or shall make any general assignment for the Administrator benefit of creditors, shall admit in writing its inability to pay its debts generally as they become due or shall fail generally to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) of this Section 8(d) shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Trust and the Indenture Trustee within seven days after the occurrence happening of such event. (e) 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 thethe Trust 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Appears in 1 contract

Samples: Administration Agreement (Conseco Finance Credit Card Funding Corp)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 8(e) and 8(fSection 1.09(c), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' ’ prior written notice. notice and (cii) Subject to Sections 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' ’ prior written notice. (db) Subject to Sections 8(e) and 8(fSection 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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the existence of any Proceeding or action, or the entry of a decree or order for relief by a court or agency or supervisory regulatory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for over the Administrator in any bankruptcyan involuntary case under the federal bankruptcy laws, insolvency, readjustment of debt, marshalling of assets and liabilities as now or similar proceedingshereafter in effect, or for appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrator or of any substantial part of its property, or ordering the winding up or liquidation of their respective affairs, the affairs of the Administrator and the continuance of any such action, Proceeding, decree or order unstayed and and, in the case of any such order or decree, in effect for a period of 90 60 consecutive days; or (iii) the commencement by the Administrator of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or the consent by the Administrator to the appointment of or taking of possession by a trustee in bankruptcyreceiver, conservator liquidator, assignee, trustee, custodian, sequestrator or receiver other similar official of the Administrator or liquidator in of any bankruptcy, insolvency, readjustment substantial part of debt, marshalling of assets and liabilities its property or similar proceedings of or relating to the making by the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of creditors or the failure by the Administrator generally to pay its creditors, debts as such debts become due or voluntarily suspend payment the taking of its obligationscorporate action by the Administrator in furtherance of any of the foregoing. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (ec) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe 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 1 contract

Samples: Administration Agreement (Daimler Retail Receivables LLC)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e1.09(e) and 8(f(f), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' prior written notice. (c) Subject to Sections 8(e1.09(e) and 8(f(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' prior written notice. (d) Subject to Sections 8(e1.09(e) and 8(f(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 30 days (or, if such default cannot be cured in such time, shall not give within such 10 30 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtconservator, marshalling of assets and liabilities liquidator, assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or shall make any general assignment for the Administrator benefit of creditors, shall admit in writing its inability to pay its debts generally as they become due or shall fail generally to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment.

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 termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e) and 8(f), the Administrator may resign by providing the Issuer with at least 30 days' prior written notice. (c) Subject to Sections 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator at least 30 days' prior written notice. (d) Subject to Sections 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 fail to perform in any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 days (or, if such default cannot be cured in such time, shall not give within such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the consent by the Administrator to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement on substantially the same terms as the Administrator is bound hereunder. (f) The appointment of any successor Administrator shall be effective only after each Rating Agency (other than Moody's) has provided to the Owner Trustee and the Indenture Trustee notice that the proposed appointment will not result in the reduction or withdrawal of any rating then assigned by such Rating Agency to any Class of Notes or the Certificates. Promptly after the appointment of any successor Administrator, the Owner Trustee will provide notice of such appointment to Moody's (so long as Xxxxx'x is then rating any outstanding Notes). (g) Subject to Section 8(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 succeed to the rights, duties and obligations of the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables Corp /De)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e) and 8(f), the Administrator may resign by providing the Issuer with at least 30 days' prior written notice. (c) Subject to Sections 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator at least 30 days' prior written notice. (d) Subject to Sections 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 fail to perform in any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 days (or, if such default cannot be cured in such time, shall not give within such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the consent by the Administrator to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement on substantially the same terms as the Administrator is bound hereunder. (f) The appointment of any successor Administrator shall be effective only after each Rating Agency (other than Moody's) has provided to the Owner Trustee and the Indenture Trustee notice that the proposed appointment will not result in the reduction or withdrawal of any rating, if any, then assigned by such Rating Agency to any Class of Notes or the Class C Certificates. Promptly after the appointment of any successor Administrator, the Owner Trustee will provide notice of such appointment to Moody's (so long as Xxxxx'x is then rating any outstanding Notes). (g) Subject to Section 8(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 succeed to the rights, duties and obligations of the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables Corp Ii)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) a. Subject to Sections 8(e9(e) and 8(f9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 sixty (60) days' prior written notice. (c) b. Subject to Sections 8(e9(e) and 8(f9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 sixty (60) days' prior written notice. (d) c. Subject to Sections 8(e9(e) and 8(f9(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) i. the Administrator shall fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten (10) days (or, if such default cannot be cured in such time, shall not give within such 10 ten (10) days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by . a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs; or iii the Administrator shall commence a voluntary case under any applicable bankruptcy, and insolvency or other similar law now or hereafter in effect, shall consent to the continuance entry of an order for relief in an involuntary case under any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the law, shall consent by the Administrator to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(c) shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (e) d. 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 thethe 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment. f. Subject to Sections 9(e) and 9(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 1 contract

Samples: Administration Agreement (Amsouth Auto Corp Inc)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 8(e) and 8(fSection 1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' prior written notice. (cb) Subject to Sections 8(e) and 8(fSection 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' prior written notice. (dc) Subject to Sections 8(e) and 8(fSection 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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the existence of any proceeding or action, or the entry of a decree or order for relief by a court or agency or supervisory regulatory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for over the Administrator in any bankruptcyan involuntary case under the federal bankruptcy laws, insolvency, readjustment of debt, marshalling of assets and liabilities as now or similar proceedingshereafter in effect, or for appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrator or of any substantial part of its property, or ordering the winding up or liquidation of their respective affairs, the affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and and, in the case of any such order or decree, in effect for a period of 90 consecutive days; or (iii) the commencement by the Administrator of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or the consent by the Administrator to the appointment of or taking of possession by a trustee in bankruptcyreceiver, conservator liquidator, assignee, trustee, custodian, sequestrator or receiver other similar official of the Administrator or liquidator in of any bankruptcy, insolvency, readjustment substantial part of debt, marshalling of assets and liabilities its property or similar proceedings of or relating to the making by the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of creditors or the failure by the Administrator generally to pay its creditors, debts as such debts become due or voluntarily suspend payment the taking of its obligationscorporate action by the Administrator in furtherance of any of the foregoing. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 1.09(d) and 1.09(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; provided, however, that this paragraph shall not apply at such times as the Indenture Trustee shall be the successor Servicer.

Appears in 1 contract

Samples: Administration Agreement (American Honda Receivables Corp)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 8(eSection 8(d) and 8(fSection 8(e), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' prior written notice. (cb) Subject to Sections 8(eSection 8(d) and 8(fSection 8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' prior written notice. (dc) Subject to Sections 8(eSection 8(d) and 8(fSection 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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe 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 the satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Transfer and Servicing Agreement, the Administrator shall immediately resign (subject to Section 8(d) hereof).

Appears in 1 contract

Samples: Administration Agreement (Orix Credit Alliance Receivables Trust 2000-A)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall will continue in force until the termination of the Issuerlegal existence of the Issuer in accordance with Section 8.01 of the Trust Agreement, upon which event this Agreement shall will automatically terminate. (b) Subject to Sections Section 8(e) and 8(f(f), the Administrator may resign its duties under this Agreement by providing the Issuer with at least 30 60 days' ’ prior written noticenotice and, in such event, the Issuer agrees to appoint a successor Administrator promptly. (c) Subject to Sections Section 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator at least 30 days' prior written notice. (d) Subject to Sections 8(e) and 8(ff), 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 occuroccurs: (i) the Administrator shall fail to perform defaults in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall does not cure such default within 10 ten (10) days (or, if such default cannot be cured in such time, shall does not give within such 10 ten (10) days such assurance of timely and complete cure as shall be is reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises enters a decree or order for the appointment relief, and such decree or order is not vacated within sixty (60) days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the consent by Administrator commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, consents to the Administrator entry of an order for relief in an involuntary case under any such law, consents to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, consents to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of makes any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or fails generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) of this Section shall occur8(c) occurs, it shall will give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall 8 will be effective until (i) a successor Administrator shall have has been appointed by thethe Issuer and such successor Administrator has agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The Issuer 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 will be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Sections 8(d) and (e), the Administrator acknowledges that, upon the appointment of a successor Servicer pursuant to the Transfer and Servicing Agreement[s], the Administrator will resign immediately and such successor Servicer will automatically become the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Ford Credit Floorplan LLC)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the IssuerTrust Agreement, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e) and 8(fSection 10(e), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' prior written notice. (c) Subject to Sections 8(e) and 8(fSection 10(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' prior written notice. (d) Subject to Sections 8(e) and 8(fSection 10(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice from the Issuer of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any 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, the Owner Trustee and the Indenture Trustee Issuer within seven days after the occurrence happening of such event. (e) 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 thethe 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, and (iii) the Rating Agency Condition has been satisfied with respect to such proposed appointment.

Appears in 1 contract

Samples: Administration Agreement (Trans Leasing International Inc)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the IssuerTrust, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e9(e) and 8(f9(f), the Administrator may resign its duties hereunder by providing the Issuer Trust with at least 30 sixty (60) days' ’ prior written notice. (c) Subject to Sections 8(e9(e) and 8(f9(f), the Issuer Trust may remove the Administrator without cause by providing the Administrator with at least 30 sixty (60) days' ’ prior written notice. (d) Subject to Sections 8(e9(e) and 8(f9(f), at the sole option of the IssuerTrust, the Administrator may be removed immediately upon written notice of termination from the Issuer Trust to the Administrator if any of the following events shall occur: (i) the Administrator shall fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten (10) days (or, if such default cannot be cured in such time, shall not give within such 10 ten (10) days such assurance of timely and complete cure as shall be reasonably satisfactory to the IssuerTrust); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any 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, the Owner Trustee and the Indenture Trustee Trust within seven (7) days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9 shall be effective until (i1) a successor Administrator shall have been appointed by thethe Trust and (2) 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Appears in 1 contract

Samples: Administration Agreement (M&i Dealer Auto Securitization LLC)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the IssuerOwner Trust Agreement in accordance with its terms, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(eSECTION 9(E) and 8(f)hereof, the Administrator or the Company may resign their respective duties hereunder by providing the Issuer with at least 30 60 days' prior written notice. (c) Subject to Sections 8(eSECTION 9(E) and 8(f)hereof, the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' prior written notice. (d) Subject to Sections 8(eSECTION 9(E) and 8(f), at the sole option of the Issuerhereof, the 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 occuroccurs: (i) the Administrator shall fail to perform defaults in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall does not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall does not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises enters a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect, readjustment of debtor appoints a receiver, marshalling of assets and liabilities liquidator, assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or orders the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the consent by Administrator commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, consents to the Administrator entry of an order for relief in an involuntary case under any such law, consents to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, consents to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of makes any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or fails generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses clause (ii) or clause (iii) of this Section SECTION 9(D) shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (e) No resignation or removal of the Administrator or the Company, respectively, pursuant to this Section SECTION 9(D) shall be effective until (i) a successor Administrator or Company, as the case may be, shall have been appointed by thethe Issuer and (ii) such successor Administrator or Company shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator or Company is bound hereunder. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (g) Subject to SECTION 9(E) AND (F) hereof, the Administrator acknowledges that upon the appointment of a successor Indenture Trustee pursuant to SECTION 6.08 of the Indenture, the Administrator shall immediately resign and such successor Indenture Trustee shall automatically become the Administrator under this Agreement. Any such successor Indenture Trustee shall be required to agree to assume the duties of the Administrator under the terms and conditions of this Agreement in its acceptance of appointment as successor Indenture Trustee. (h) The Company's appointment hereunder will terminate automatically on the Company's resignation or removal as Subservicer under the Sale and Servicing Agreement.

Appears in 1 contract

Samples: Administration Agreement (Painewebber Mort Accept Corp Iv Empire Funding 1999-1)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 8(e1.09(d) and 8(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' ’ prior written notice. (cb) Subject to Sections 8(e1.09(d) and 8(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' ’ prior written notice. (dc) Subject to Sections 8(e1.09(d) and 8(f1.09(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the existence of any Proceeding or action, or the entry of a decree or order for relief by a court or agency or supervisory regulatory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for over the Administrator in any bankruptcyan involuntary case under the federal bankruptcy laws, insolvency, readjustment of debt, marshalling of assets and liabilities as now or similar proceedingshereafter in effect, or for appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrator or of any substantial part of its property, or ordering the winding up or liquidation of their respective affairs, the affairs of the Administrator and the continuance of any such action, Proceeding, decree or order unstayed and and, in the case of any such order or decree, in effect for a period of 90 60 consecutive days; or (iii) the commencement by the Administrator of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or the consent by the Administrator AdministraΒ­tor to the appointment of or taking of possession by a trustee in bankruptcyreceiver, conservator liquidator, assignee, trustee, custodian, sequestrator or receiver other similar official of the Administrator or liquidator in of any bankruptcy, insolvency, readjustment substantial part of debt, marshalling of assets and liabilities its property or similar proceedings of or relating to the making by the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of creditors or the failure by the Administrator generally to pay its creditors, debts as such debts become due or voluntarily suspend payment the taking of its obligationscorporate action by the Administrator in furtherance of any of the foregoing. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Sections 1.09(d) and 1.09(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.

Appears in 1 contract

Samples: Administration Agreement (Daimler Retail Receivables LLC)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall will continue in force until the termination of the Issuerlegal existence of the Issuer in accordance with Section 8.01 of the Trust Agreement, upon which event this Agreement shall will automatically terminate. (b) Subject to Sections Section 8(e) and 8(f(f), the Administrator may resign its duties under this Agreement by providing the Issuer with at least 30 60 days' prior written noticenotice and, in such event, the Issuer agrees to appoint a successor Administrator promptly. (c) Subject to Sections Section 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator at least 30 days' prior written notice. (d) Subject to Sections 8(e) and 8(ff), 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 fail to perform defaults in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall does not cure such default within 10 ten (10) days (or, if such default cannot be cured in such time, shall does not give within such 10 ten (10) days such assurance of timely and complete cure as shall be is reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises enters a decree or order for the appointment relief, and such decree or order is not vacated within sixty (60) days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the consent by Administrator commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, consents to the Administrator entry of an order for relief in an involuntary case under any such law, consents to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, consents to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of makes any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or fails generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) of this Section shall occur8(c) occurs, it shall will give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall 8 will be effective until (i) a successor Administrator shall have has been appointed by thethe Issuer and such successor Administrator has agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The Issuer 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 will be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 8(d) and (e), the Administrator acknowledges that, upon the appointment of a successor Servicer pursuant to the Transfer and Servicing Agreements, the Administrator will resign immediately and such successor Servicer will automatically become the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Ford Credit Floorplan LLC)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 8(eSection 8(d) and 8(fSection 8(e), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' prior written notice. (cb) Subject to Sections 8(eSection 8(d) and 8(fSection 8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' prior written notice. (dc) Subject to Sections 8(eSection 8(d) and 8(fSection 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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe Issuer and (ii) such successor Adminis trator 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 the satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Transfer and Servicing Agreement, the Administrator shall immediately resign (subject to Section 8(d) hereof).

Appears in 1 contract

Samples: Administration Agreement (Orix Credit Alliance Receivables Trust 1999-A)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections Section 8(e) and 8(f(f), the Administrator may resign its -------------------- duties hereunder by providing the Issuer with at least 30 days' 60 days prior written notice. (c) Subject to Sections Section 8(e) and 8(f(f), the Issuer may remove the -------------------- Administrator without cause by providing the Administrator with at least 30 days' 60 days prior written notice. (d) Subject to Sections Section 8(e) and 8(f(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 30 days (or, if such default cannot be cured in such time, shall not give within such 10 30 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtconservator, marshalling of assets and liabilities liquidator, assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding- up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyconservator, insolvencyliquidator, readjustment of debtassignee, marshalling of assets and liabilities trustee, custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or shall make any general assignment for the Administrator benefit of creditors, shall admit in writing its inability to pay its debts generally as they become due or shall fail generally to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) of this Section 8(d) shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (e) 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 thethe 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Appears in 1 contract

Samples: Administration Agreement (Household Credit Card Master Note Trust I)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections Section 8(e) and 8(f(f), the Administrator may resign its -------------------- duties hereunder by providing the Issuer with at least 30 days' 60 days prior written notice. (c) Subject to Sections Section 8(e) and 8(f(f), the Issuer may remove the -------------------- Administrator without cause by providing the Administrator with at least 30 days' 60 days prior written notice. (d) Subject to Sections Section 8(e) and 8(f(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 30 days (or, if such default cannot be cured in such time, shall not give within such 10 30 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtconservator, marshalling of assets and liabilities liquidator, assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding- up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyconservator, insolvencyliquidator, readjustment of debtassignee, marshalling of assets and liabilities trustee, custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or shall make any general assignment for the Administrator benefit of creditors, shall admit in writing its inability to pay its debts generally as they become due or shall fail generally to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) of this Section 8(d) shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (e) 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 thethe 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Appears in 1 contract

Samples: Administration Agreement (Conseco Finance Credit Funding Corp)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 8(e1.09(d) and 8(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' ’ prior written notice. (cb) Subject to Sections 8(e1.09(d) and 8(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' ’ prior written notice. (dc) Subject to Sections 8(e1.09(d) and 8(f1.09(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the existence of any Proceeding or action, or the entry of a decree or order for relief by a court or agency or supervisory regulatory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for over the Administrator in any bankruptcyan involuntary case under the federal bankruptcy laws, insolvency, readjustment of debt, marshalling of assets and liabilities as now or similar proceedingshereafter in effect, or for appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrator or of any substantial part of its property, or ordering the winding up or liquidation of their respective affairs, the affairs of the Administrator and the continuance of any such action, Proceeding, decree or order unstayed and and, in the case of any such order or decree, in effect for a period of 90 60 consecutive days; or (iii) the commencement by the Administrator of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or the consent by the Administrator to the appointment of or taking of possession by a trustee in bankruptcyreceiver, conservator liquidator, assignee, trustee, custodian, sequestrator or receiver other similar official of the Administrator or liquidator in of any bankruptcy, insolvency, readjustment substantial part of debt, marshalling of assets and liabilities its property or similar proceedings of or relating to the making by the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of creditors or the failure by the Administrator generally to pay its creditors, debts as such debts become due or voluntarily suspend payment the taking of its obligationscorporate action by the Administrator in furtherance of any of the foregoing. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe 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 prior written notice to each Rating Agency with respect to the proposed appointment. (f) Subject to Sections 1.09(d) and 1.09(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.

Appears in 1 contract

Samples: Administration Agreement (Mercedes-Benz Auto Receivables Trust 2009-1)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution or termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e) and 8(fsubsection 10(e), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 days' 60 days prior written notice. (c) Subject to Sections 8(e) and 8(fsubsection 10(e), the Issuer or the Transferor may remove the Administrator without cause by providing the Administrator with at least 30 days' 60 days prior written notice. (d) Subject to Sections 8(e) and 8(fsubsection 10(e), at the sole option of the IssuerIssuer or the Transferor, the Administrator may be removed immediately upon written notice of termination from the Issuer or the Transferor to the Administrator if any of the following events shall occur: (i) the Administrator shall fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtconservator, marshalling of assets and liabilities liquidator, assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or shall make any general assignment for the Administrator benefit of creditors, shall admit in writing its inability to pay its debts generally as they become due or shall fail generally to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) of this Section subsection 10(d) shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee and Transferor, the Indenture Trustee and each Rating Agency within seven days after the occurrence happening of such event. (e) 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 thethe Issuer and the Transferor 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. Promptly upon the resignation or removal of the Administrator, the successor Administrator shall promptly deliver notice of such resignation or removal to each Rating Agency.

Appears in 1 contract

Samples: Transfer and Administration Agreement (Cabela's Credit Card Master Note Trust)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 8(e8(d) and 8(f8(e), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' prior written notice. (cb) Subject to Sections 8(e8(d) and 8(f8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' prior written notice. (dc) Subject to Sections 8(e8(d) and 8(f8(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 30 days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 8(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; provided, however, that this Section 8(f) shall not apply at such times as the Indenture Trustee shall be the successor Servicer.

Appears in 1 contract

Samples: Administration Agreement (Auto Nations Receivables Corp)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 8(e1.9(d) and 8(f(e), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' ’ prior written notice. (cb) Subject to Sections 8(e1.9(d) and 8(f(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' ’ prior written notice. (dc) Subject to Sections 8(e1.9(d) and 8(f(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the existence of any proceeding or action, or the entry of a decree or order for relief by a court or agency or supervisory regulatory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for over the Administrator in any bankruptcyan involuntary case under the federal bankruptcy laws, insolvency, readjustment of debt, marshalling of assets and liabilities as now or similar proceedingshereafter in effect, or for appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrator or of any substantial part of its property, or ordering the winding up or liquidation of their respective affairs, the affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and and, in the case of any such order or decree, in effect for a period of 90 consecutive days; or; (iii) the commencement by the Administrator of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or the consent by the Administrator to the appointment of or taking of possession by a trustee in bankruptcyreceiver, conservator liquidator, assignee, trustee, custodian, sequestrator or receiver other similar official of the Administrator or liquidator in of any bankruptcy, insolvency, readjustment substantial part of debt, marshalling of assets and liabilities its property or similar proceedings of or relating to the making by the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of creditors or the failure by the Administrator generally to pay its creditorsdebts as such debts become due or the taking of corporate action by the Administrator in furtherance of any of the foregoing; or (iv) any failure by the Administrator to deliver any information, report, certification, attestation or voluntarily suspend payment of its obligationsaccountants’ letter when and as required under Section 1.20 which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification, attestation or accountants’ letter was required to be delivered. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 1.9(d) and 1.9(e), the Administrator acknowledges that upon the appointment of a successor Servicer pursuant to the Servicing Agreement, the Administrator shall immediately resign and such successor Servicer shall automatically become the Administrator under this Agreement; provided, however, that this paragraph shall not apply at such times as the Vehicle Trustee shall be the successor Servicer.

Appears in 1 contract

Samples: Issuer Administration Agreement (BMW Vehicle Lease Trust 2007-1)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the IssuerTrust Agreement in accordance with its terms, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e9(e) and 8(f9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' prior written notice. (c) Subject to Sections 8(e9(e) and 8(f9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' prior written notice. (d) Subject to Sections 8(e9(e) and 8(f9(f), 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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer);; or (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall (x) enter a decree or order for the appointment relief, which decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect, readjustment of debtor (y) appoint a receiver, marshalling of assets and liabilities liquidator, assignee, custodian, trustee, sequestrator or similar proceedingsofficial for the Administrator or any substantial part of its property, or for (z) order the winding winding-up or liquidation of their respective the Administrator's affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any 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, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe Owner Trustee in accordance with the Trust Agreement 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. If a successor Administrator does not take office within 60 days after the retiring Administrator resigns or is removed, the resigning or removed Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Administrator. (f) The appointment of any successor Administrator shall be effective only after receipt of a letter from each Rating Agency to the effect that such proposed appointment will not cause a reduction or withdrawal of the then current ratings of the Notes. (g) The Administrator acknowledges that upon the appointment of a successor Indenture Trustee pursuant to Section 6.08 of the Indenture, the Administrator shall immediately resign and such successor Indenture Trustee shall automatically become the Administrator under this Agreement. Any such successor Indenture Trustee shall be required to agree to assume the duties of the Administrator under the terms and conditions of this Agreement in its acceptance of appointment as successor Indenture Trustee.

Appears in 1 contract

Samples: Administration Agreement (Indymac MBS Inc)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate, except for Sections 1(a)(ii)(C), 1(a)(ii)(D), 1(a)(ii)(G) and 21 hereof, which shall each survive termination of this Agreement. (b) Subject to Sections 8(e) and 8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 days' , prior written notice. (c) Subject to Sections 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 days' days prior written notice. (d) Subject to Sections 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 fail to perform in any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 days (or, if such default cannot be cured in such time, shall not give within such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator (or, so long as the Administrator is TMCC, the Seller) in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the consent by the Administrator (or, so long as the Administrator is TMCC, the Seller) to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Administrator (or, so long as the Administrator is TMCC, the Seller) of or relating to substantially all of their property, or the Administrator (or, so long as the Administrator is TMCC, the Seller) shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe 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 each Rating Agency has provided to the Owner Trustee and the Indenture Trustee written notice that the proposed appointment will not result in the reduction or withdrawal of any rating then assigned by such Rating Agency to any Class of Notes. (g) Subject to Section 8(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 succeed to the rights, duties and obligations of the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Toyota Auto Receivables 2010-a Owner Trust)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall will continue in force until the termination of the Issuerlegal existence of the Issuer in accordance with Section 8.01 of the Trust Agreement, upon which event this Agreement shall will automatically terminate. (b) Subject to Sections Section 8(e) and 8(f(f), the Administrator may resign its duties under this Agreement by providing the Issuer with at least 30 60 days' prior written noticenotice and, in such event, the Issuer agrees to appoint a successor Administrator promptly. (c) Subject to Sections Section 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator at least 30 days' prior written notice. (d) Subject to Sections 8(e) and 8(ff), 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 fail to perform defaults in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall does not cure such default within 10 ten (10) days (or, if such default cannot be cured in such time, shall does not give within such 10 ten (10) days such assurance of timely and complete cure as shall be is reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises enters a decree or order for the appointment relief, and such decree or order is not vacated within sixty (60) days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the consent by Administrator commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, consents to the Administrator entry of an order for relief in an involuntary case under any such law, consents to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, consents to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of makes any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or fails generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) of this Section shall occur8(c) occurs, it shall will give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days promptly after the occurrence happening of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall 8 will be effective until (i) a successor Administrator shall have has been appointed by thethe Issuer and such successor Administrator has agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The Issuer 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 will be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 8(d) and (e), the Administrator acknowledges that, upon the appointment of a successor Servicer pursuant to the Transfer and Servicing Agreement[s], the Administrator will resign immediately and such successor Servicer will automatically become the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Ford Credit Auto Receivables LLC)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 8(e8(d) and 8(f8(e), the Administrator may resign its duties hereunder by providing the Issuer and the Indenture Trustee with at least 30 60 days' ’ prior written notice. (cb) Subject to Sections 8(e8(d) and 8(f8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' ’ prior written notice. (dc) Subject to Sections 8(e8(d) and 8(f8(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 30 days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Swap Counterparty and the Indenture Trustee within seven days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee shall have been appointed by thethe Issuer with the consent of the Indenture Trustee 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Appears in 1 contract

Samples: Administration Agreement (World Omni Auto Receivables Trust 2005-B)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) . Subject to Sections 8(e) and 8(fSection 10(e), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' prior written notice. (c) notice in accordance with Appendix B of the Pooling and Servicing Agreement. Subject to Sections 8(e) and 8(fSection 10(e), the Issuer Issuer, with the consent of the Insurer so long as the Insurer is the Controlling Party, may remove the Administrator Administrator, without cause by providing the Administrator with at least 30 60 days' prior written notice. (d) . Subject to Sections 8(e) and 8(fSection 10(e), at the sole option of the Issuer, with the consent of the Insurer so long as the Insurer is the Controlling Party, 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: (ia) the Administrator shall fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice from the Issuer of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (iib) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iiic) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any 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, the Owner Trustee Insurer and the Indenture Trustee within seven days after the occurrence happening of such event. (e) . No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator Administrator, acceptable to the Insurer so long as the Insurer is the Controlling Party, shall have been appointed by thethe 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, and (iii) the Rating Agency Condition has been satisfied with respect to such proposed appointment.

Appears in 1 contract

Samples: Administration Agreement (Alliance Laundry Holdings LLC)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 8(eSection 8(d) and 8(fSection 8(e), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' prior written notice. (cb) Subject to Sections 8(eSection 8(d) and 8(fSection 8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' prior written notice. (dc) Subject to Sections 8(eSection 8(d) and 8(fSection 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 fail to perform default in any material respect the performance of any of 13 its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe 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 the satisfaction of the Rating Agency Condition with respect to the proposed appointment. 14 (f) Subject to Section 8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Transfer and Servicing Agreement, the Administrator shall immediately resign (subject to Section 8(d) hereof).

Appears in 1 contract

Samples: Administration Agreement (Orix Credit Alliance Receivables Trust 2000 B)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall will continue in force until the termination of the IssuerIssuer in accordance with Section 8.1 of the Trust Agreement, upon which event this Agreement shall will automatically terminate. (b) Subject to Sections 8(e9(e) and 8(f9(f), the Administrator may resign its duties hereunder by providing the Issuer Issuer, the Owner Trustee and the Indenture Trustee with at least 30 sixty (60) days' prior written notice. (c) Subject to Sections 8(e9(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator at least 30 days' prior written notice. (d) Subject to Sections 8(e) and 8(f9(f), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer (with the consent of a majority of the Controlling Note Class) to the Administrator if any of the following events shall will occur: (i) the Administrator shall fail to perform defaults in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall does not cure such default within 10 ten (10) days (or, if such default cannot be cured in such time, shall does not give within such 10 ten (10) days such assurance of timely and complete cure as shall be is reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises enters a decree or order for the appointment relief, and such decree or order has not been vacated within sixty (60) days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoints a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or orders the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the consent by Administrator commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, consents to the Administrator entry of an order for relief in an involuntary case under any such law, consents to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, consents to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of makes any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or fails generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur9(c) occurs, it shall will give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall 9 will be effective until (i) a successor Administrator shall have has been appointed by thethe Issuer at the direction of a majority of the Controlling Note Class and (ii) such successor Administrator has agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. The Issuer 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 will be effective only after Rating Agency Confirmation has been obtained with respect to the proposed appointment. (f) Subject to Sections 9(d) and 9(e), the Administrator acknowledges that upon the appointment of a successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator will immediately resign and such successor Servicer will automatically become the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Ford Credit Auto Owner Trust 2005-C)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the IssuerTrust Agreement in accordance with its terms, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e9(e) and 8(f9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' ’ prior written notice. (c) Subject to Sections 8(e9(e) and 8(f9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' ’ prior written notice. (d) Subject to Sections 8(e9(e) and 8(f9(f), 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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer);; or (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall (x) enter a decree or order for the appointment relief, which decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect, readjustment of debtor (y) appoint a receiver, marshalling of assets and liabilities liquidator, assignee, custodian, trustee, sequestrator or similar proceedingsofficial for the Administrator or any substantial part of its property, or for (z) order the winding winding-up or liquidation of their respective the Administrator’s affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any 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, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe Issuer in accordance with the Trust Agreement 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. If a successor Administrator does not take office within 60 days after the retiring Administrator resigns or is removed, the resigning or removed Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Administrator. (f) The appointment of any successor Administrator shall be effective only after receipt of a letter from each Rating Agency to the effect that such proposed appointment will not cause a reduction or withdrawal of the then current ratings of the Notes. (g) Subject to Sections 9(e) and 9(f), the Administrator acknowledges that upon the appointment of a successor Indenture Trustee pursuant to Section 6.08 of the Indenture, the Administrator shall immediately resign and such successor Indenture Trustee shall automatically become the Administrator under this Agreement. Any such successor Indenture Trustee shall be required to agree to assume the duties of the Administrator under the terms and conditions of this Agreement in its acceptance of appointment as successor Indenture Trustee.

Appears in 1 contract

Samples: Administration Agreement (Greenpoint Mortgage Funding Trust 2006-He1)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the IssuerIssuing Entity, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e) and 8(fSection 10(e), the Administrator may give notice of its intent to resign its duties hereunder by providing the Issuer Issuing Entity [and the Grantor Trust] with at least 30 [sixty (60)] days' ’ prior written notice. (c) Subject to Sections 8(e) and 8(fSection 10(e), the Issuer Issuing Entity, acting at the direction of the Majority Certificateholders, may remove the Administrator without cause by providing the Administrator with at least 30 [sixty (60)] days' ’ prior written notice. (d) Subject to Sections 8(e) and 8(fSection 10(e), at the sole option of the IssuerIssuing Entity, acting at the direction of the Majority Certificateholders, 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 fail to perform default in any material respect 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 10 [thirty (30)] days (or, if such default cannot be cured in such time, shall not give within such 10 days [ten (10) Business] Days such assurance of timely and complete cure as shall be reasonably satisfactory to the IssuerIssuing Entity); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within [sixty (60)] days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses clause (i), clause (ii) or clause (iii) of this Section 10(d) shall occur, it shall give written notice thereof to the IssuerIssuing Entity[, the Owner Trustee Grantor Trust][, the [Swap][Cap] Counterparty] and the Indenture Trustee within [seven (7)] days after the occurrence happening of such event. (e) 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 thethe 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 and (iii) the Rating Agency Condition has been satisfied with respect to such proposed appointment.

Appears in 1 contract

Samples: Administration Agreement (Carvana Receivables Depositor LLC)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e) and 8(f), the Administrator may resign by providing the Issuer with at least 30 days' prior written notice. (c) Subject to Sections 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator at least 30 days' prior written notice. (d) Subject to Sections 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 fail to perform in any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 days (or, if such default cannot be cured in such time, shall not give within such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the consent by the Administrator to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement on substantially the same terms as the Administrator is bound hereunder. (f) The appointment of any successor Administrator shall be effective only after each Rating Agency (other than Moody's) has provided to the Owner Trustee and the Indenture Trustee notice that the proposed appointment will not result in the reduction or withdrawal of any rating, if any, then assigned by such Rating Agency to any Class of Notes or the Certificates. Promptly after the appointment of any successor Administrator, the Owner Trustee will provide notice of such appointment to Moody's (so long as Moody's is then rating any outstanding Notes). (g) Subject to Section 8(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 succeed to the rights, duties and obligations of the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables 2002 C Owner Trust)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the IssuerTrust Agreement in accordance with its terms, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e) and 8(fSection 9(e), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' ’ prior written notice. (c) Subject to Sections 8(e) and 8(fSection 9(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' ’ prior written notice. (d) Subject to Sections 8(e) and 8(fSection 9(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer);; or (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall (x) enter a decree or order for the appointment relief, which decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect, readjustment of debtor (y) appoint a receiver, marshalling of assets and liabilities liquidator, assignee, custodian, trustee, sequestrator or similar proceedingsofficial for the Administrator or any substantial part of its property, or for (z) order the winding winding-up or liquidation of their respective the Administrator’s affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any 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, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe Issuer in accordance with the Trust Agreement 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. If a successor Administrator does not take office within 60 days after the retiring Administrator resigns or is removed, the resigning or removed Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Administrator. (f) The appointment of any successor Administrator shall be effective only after receipt of a letter from each Rating Agency to the effect that such proposed appointment will not cause a reduction or withdrawal of the then current ratings of the Notes. (g) Subject to Sections 9(e) and 9(f), the Administrator acknowledges that upon the appointment of a successor Indenture Trustee pursuant to Section 6.08 of the Indenture, the Administrator shall immediately resign and such successor Indenture Trustee shall automatically become the Administrator under this Agreement. Any such successor Indenture Trustee shall be required to agree to assume the duties of the Administrator under the terms and conditions of this Agreement in its acceptance of appointment as successor Indenture Trustee.

Appears in 1 contract

Samples: Administration Agreement (Lehman ABS Corp. Home Equity Loan Trust 2005-1)

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Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the IssuerTrust Agreement in accordance with its terms and the dissolution of the Trust, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(eSection 9(e) and 8(f)of this Agreement, the Administrator may resign its duties hereunder by providing the Issuer Trust with at least 30 60 days' ’ prior written notice. (c) Subject to Sections 8(eSection 9(e) and 8(f)of this Agreement, the Issuer Trust may remove the Administrator without cause by providing the Administrator Administrator, with at least 30 60 days' ’ prior written notice. (d) Subject to Sections 8(eSection 9(e) and 8(f), at the sole option of the Issuerthis Agreement, the Trust may remove the Administrator may be removed immediately upon written notice of termination from the Issuer Trust to the Administrator Administrator, as the case may be, if any of the following events shall occur: (i) the Administrator shall fail to perform default in any material respect the performance of any of its duties under this Agreement and, after written notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the IssuerTrust); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall 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 appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedingsAdministrator, or for any substantial part of its property or order the winding winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Trust and the Indenture Trustee within seven days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe Trust, (ii) such successor Administrator shall have agreed in writing to he bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder and (iii) the Insurer shall have consented thereto. If a successor Administrator does not take office within 60 days after the retiring Administrator resigns or is removed, the retiring Administrator, the Trust, the Insurer or a majority of the outstanding Notes may petition a court of competent jurisdiction for the appointment of a successor Administrator. (f) The appointment of any successor Administrator shall be effective only after the Insurer has consented thereto and satisfaction of the Rating Agency Condition with respect to the proposed appointment. (g) Subject to Sections 9(e) and (f) of this Agreement, the Seller acknowledges that upon resignation and removal of First Tennessee Bank National Association, as Servicer, and the appointment of a successor Servicer pursuant to Sections 7.01 and 7.02, respectively, of the Sale and Servicing Agreement, the Seller’s appointment hereunder and the Administrator’s appointment hereunder shall terminate automatically and such successor Servicer shall automatically assume the duties of the Seller and the Administrator hereunder. Any such successor Servicer shall be required to agree to assume the duties of the Seller and the Administrator under the terms and conditions of this Agreement in its acceptance of its appointment as successor Servicer.

Appears in 1 contract

Samples: Administration Agreement (First Horizon Asset Securities Inc)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e) and 8(f), the Administrator may resign by providing the Issuer with at least 30 days' ’ prior written notice. (c) Subject to Sections 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator at least 30 days' ’ prior written notice. (d) Subject to Sections 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 fail to perform in any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 days (or, if such default cannot be cured in such time, shall not give within such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the consent by the Administrator to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event.. (Nissan Administration Agreement) (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement on substantially the same terms as the Administrator is bound hereunder. (f) The appointment of any successor Administrator shall be effective only after each Rating Agency (other than Moody’s) has provided to the Owner Trustee and the Indenture Trustee notice that the proposed appointment will not result in the reduction or withdrawal of any rating, if any, then assigned by such Rating Agency to any Class of Notes or the Certificates. Promptly after the appointment of any successor Administrator, the Owner Trustee will provide notice of such appointment to Moody’s (so long as Mxxxx’x is then rating any outstanding Notes). (g) Subject to Section 8(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 succeed to the rights, duties and obligations of the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables Corp Ii)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the IssuerTrust Agreement in accordance with its terms, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(eSection 9(e) and 8(f)hereof, the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' prior written notice. (c) Subject to Sections 8(eSection 9(e) and 8(f)hereof, the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' prior written notice. (d) Subject to Sections 8(eSection 9(e) and 8(f), at the sole option of the Issuerhereof, the 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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer);; or (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall (x) enter a decree or order for the appointment relief, which decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect, readjustment of debtor (y) appoint a receiver, marshalling of assets and liabilities liquidator, assignee, custodian, trustee, sequestrator or similar proceedingsofficial for the Administrator or any substantial part of its property, or for (z) order the winding winding-up or liquidation of their respective the Administrator's affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any 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, the Owner Trustee Depositor and the Indenture Trustee within seven days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe Issuer (or the Depositor on its behalf) 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. If a successor Administrator does not take office within 60 days after the retiring Administrator resigns or is removed, the resigning or removed Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Administrator. (f) The appointment of any successor Administrator shall be effective only if such successor Administrator will not cause a downgrading of any class of Notes by the Rating Agency. (g) Subject to Sections 9(e) and 9(f), the Administrator acknowledges that upon the appointment of a successor Indenture Trustee pursuant to Section 6.08 of the Indenture, the Administrator shall immediately resign and such successor Indenture Trustee shall automatically become the Administrator under this Agreement. Any such successor Indenture Trustee shall be required to agree to assume the duties of the Administrator under the terms and conditions of this Agreement in its acceptance of appointment as successor Indenture Trustee.

Appears in 1 contract

Samples: Administration Agreement (Structured Asset Mort Inv Inc Mort Back NTS Ser 2003-1)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 8(e) and 8(fSection 1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' ’ prior written notice. (cb) Subject to Sections 8(e) and 8(fSection 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' ’ prior written notice. (dc) Subject to Sections 8(e) and 8(fSection 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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the existence of any proceeding or action, or the entry of a decree or order for relief by a court or agency or supervisory regulatory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for over the Administrator in any bankruptcyan involuntary case under the federal bankruptcy laws, insolvency, readjustment of debt, marshalling of assets and liabilities as now or similar proceedingshereafter in effect, or for appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrator or of any substantial part of its property, or ordering the winding up or liquidation of their respective affairs, the affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and and, in the case of any such order or decree, in effect for a period of 90 consecutive days; or (iii) the commencement by the Administrator of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or the consent by the Administrator to the appointment of or taking of possession by a trustee in bankruptcyreceiver, conservator liquidator, assignee, trustee, custodian, sequestrator or receiver other similar official of the Administrator or liquidator in of any bankruptcy, insolvency, readjustment substantial part of debt, marshalling of assets and liabilities its property or similar proceedings of or relating to the making by the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of creditors or the failure by the Administrator generally to pay its creditors, debts as such debts become due or voluntarily suspend payment the taking of its obligationscorporate action by the Administrator in furtherance of any of the foregoing. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a successor Administrative Agent pursuant to the Administration Agreement, the Administrator shall immediately resign and such successor Administrative Agent shall automatically become the Administrator under this Agreement; provided, however, that this paragraph shall not apply at such times as the Origination Trustee shall be the successor Administrative Agent.

Appears in 1 contract

Samples: Issuer Administration Agreement (Ryder Truck Rental Lt)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the IssuerTrust Agreement in accordance with the terms thereof, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(eSection 9(e) and 8(f)hereof, the Administrator may resign its duties hereunder by providing the Issuer Issuing Entity with at least 30 60 days' ’ prior written notice. (c) Subject to Sections 8(eSection 9(e) and 8(f)hereof, the Issuer Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 30 60 days' ’ prior written notice. (d) Subject to Sections 8(eSection 9(e) and 8(f), at the sole option of the Issuerhereof, the Issuing Entity may remove 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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the IssuerIssuing Entity); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall (A) enter a decree or order for the appointment relief, which decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect, readjustment of debt(B) appoint a receiver, marshalling of assets and liabilities liquidator, assignee, custodian, trustee, sequestrator or similar proceedingsofficial for the Administrator or any substantial part of its property, or for (C) order the winding winding-up or liquidation of their respective the Administrator’s affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, it shall give written notice thereof to the IssuerIssuing Entity, the Owner Trustee Depositor and the Indenture Trustee within seven days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (iiv) a successor Administrator shall have been appointed by thethe Issuing Entity (or the Depositor on its behalf) and (v) 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. If a successor Administrator does not take office within 60 days after the retiring Administrator resigns or is removed, the resigning or removed Administrator or the Issuing Entity may petition any court of competent jurisdiction for the appointment of a successor Administrator. (f) The appointment of any successor Administrator shall be effective only if such appointment of such successor Administrator shall not cause a downgrading of any class of Notes by either of the Rating Agencies. (g) Subject to Sections 9(e) and 9(f), the Administrator acknowledges that upon the appointment of a successor Indenture Trustee pursuant to Section 6.08 of the Indenture, the Administrator shall immediately resign and such successor Indenture Trustee shall automatically become the Administrator under this Agreement. Any such successor Indenture Trustee shall be required to agreeβ€”in its acceptance of appointment as successor Indenture Trusteeβ€”to assume the duties of the Administrator under the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Peoples Choice Home Loan Securities Corp)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 8(e) and 8(fSection 1.9(e), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' ’ prior written notice. (cb) Subject to Sections 8(e) and 8(fSection 1.9(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' ’ prior written notice. (dc) Subject to Sections 8(e) and 8(fSection 1.9(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 if any of the following events shall occur: (i) the Administrator shall fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the existence of any proceeding or action, or the entry of a decree or order for relief by a court or agency or supervisory regulatory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for over the Administrator in any bankruptcyan involuntary case under the federal bankruptcy laws, insolvency, readjustment of debt, marshalling of assets and liabilities as now or similar proceedingshereafter in effect, or for appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrator or of any substantial part of its property, or ordering the winding up or liquidation of their respective affairs, the affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and and, in the case of any such order or decree, in effect for a period of 90 consecutive days; or; (iii) the commencement by the Administrator of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or the consent by the Administrator to the appointment of or taking of possession by a trustee in bankruptcyreceiver, conservator liquidator, assignee, trustee, custodian, sequestrator or receiver other similar official of the Administrator or liquidator in of any bankruptcy, insolvency, readjustment substantial part of debt, marshalling of assets and liabilities its property or similar proceedings of or relating to the making by the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of creditors or the failure by the Administrator generally to pay its creditorsdebts as such debts become due or the taking of corporate action by the Administrator in furtherance of any of the foregoing; or (iv) any failure by the Administrator to deliver any information, report, certification, attestation or voluntarily suspend payment of its obligationsaccountants’ letter when and as required under Section 1.20 which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification, attestation or accountants’ letter was required to be delivered. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 1.9(d) and 1.9(e), the Administrator acknowledges that upon the appointment of a successor Servicer pursuant to the Servicing Agreement, the Administrator shall immediately resign and such successor Servicer shall automatically become the Administrator under this Agreement; provided, however, that this paragraph shall not apply at such times as the Vehicle Trustee shall be the successor Servicer.

Appears in 1 contract

Samples: Issuer Administration Agreement (BMW Auto Leasing LLC)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 8(e8(d) and 8(f8(e), the Administrator may resign its duties hereunder by providing the Issuer and the Indenture Trustee with at least 30 60 days' prior written notice. (cb) Subject to Sections 8(e8(d) and 8(f8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' prior written notice. (dc) Subject to Sections 8(e8(d) and 8(f8(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 30 days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee shall have been appointed by thethe Issuer with the consent of the Indenture Trustee 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. (c) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Appears in 1 contract

Samples: Administration Agreement (World Omni Auto Receivables Trust 2003-B)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e1.09(e) and 8(f(f), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 days' 60 days prior written notice. (c) Subject to Sections 8(e1.09(e) and 8(f(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 days' 60 days prior written notice. (d) Subject to Sections 8(e1.09(e) and 8(f(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 30 days (or, if such default cannot be cured in such time, shall not give within such 10 30 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtconservator, marshalling of assets and liabilities liquidator, assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or shall make any general assignment for the Administrator benefit of creditors, shall admit in writing its inability to pay its debts generally as they become due or shall fail generally to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment.

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 termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e) and 8(f), the Administrator may resign by providing the Issuer with at least 30 days' ’ prior written notice. (c) Subject to Sections 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator at least 30 days' ’ prior written notice. (d) Subject to Sections 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 fail to perform in any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 days (or, if such default cannot be cured in such time, shall not give within such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the consent by the Administrator to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement on substantially the same terms as the Administrator is bound hereunder. (f) The appointment of any successor Administrator shall be effective only after (i) each Rating Agency (other than [Xxxxx’x and Fitch]) has provided to the Owner Trustee and the Indenture Trustee notice that the proposed appointment will not cause it to downgrade, qualify or withdraw its rating assigned to any Class of Notes or the Certificates or (ii) each Rating Agency (other than [Xxxxx’x and Fitch]) shall have been given notice of such event or action at least ten (10) days prior to such event (or, if ten (10) days’ advance notice is impracticable, as much advance notice as is practicable) and such Rating Agency shall not have issued any written notice that the occurrence of such event will cause it to downgrade, qualify or withdraw its rating assigned to any Class of Notes or the Certificates. Promptly after the appointment of any successor Administrator, the Owner Trustee will provide notice of such appointment to [Xxxxx’x and Fitch] (so long as such Rating Agency is then rating any outstanding Notes). (g) Subject to Section 8(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 succeed to the rights, duties and obligations of the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables Corp Ii)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 8(e1.09(d) and 8(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer and Swap Counterparty with at least 30 60 days' prior written notice. (cb) Subject to Sections 8(e1.09(d) and 8(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator and Swap Counterparty with at least 30 60 days' prior written notice. (dc) Subject to Sections 8(e1.09(d) and 8(f1.09(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the existence of any proceeding or action, or the entry of a decree or order for relief by a court or agency or supervisory regulatory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for over the Administrator in any bankruptcyan involuntary case under the federal bankruptcy laws, insolvency, readjustment of debt, marshalling of assets and liabilities as now or similar proceedingshereafter in effect, or for appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrator or of any substantial part of its property, or ordering the winding up or liquidation of their respective affairs, the affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and and, in the case of any such order or decree, in effect for a period of 90 consecutive days; or; (iii) the commencement by the Administrator of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or the consent by the Administrator to the appointment of or taking of possession by a trustee in bankruptcyreceiver, conservator liquidator, assignee, trustee, custodian, sequestrator or receiver other similar official of the Administrator or liquidator in of any bankruptcy, insolvency, readjustment substantial part of debt, marshalling of assets and liabilities its property or similar proceedings of or relating to the making by the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of creditors or the failure by the Administrator generally to pay its creditorsdebts as such debts become due or the taking of corporate action by the Administrator in furtherance of any of the foregoing; or (iv) any failure by the Administrator to deliver any information, report, certification, compliance certificate, attestation or voluntarily suspend payment of its obligationsaccountants' letter when and as required under Section 1.21 which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification, compliance certificate, attestation or accountants' letter was required to be delivered. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Sections 1.09(d) and 1.09(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.

Appears in 1 contract

Samples: Administration Agreement (Honda Auto Receivables 2007-3 Owner Trust)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 8(e1.09(d) and 8(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer [and Swap Counterparty] with at least 30 60 days' ’ prior written notice. (cb) Subject to Sections 8(e1.09(d) and 8(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator [and Swap Counterparty] with at least 30 60 days' ’ prior written notice. (dc) Subject to Sections 8(e1.09(d) and 8(f1.09(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the existence of any proceeding or action, or the entry of a decree or order for relief by a court or agency or supervisory regulatory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for over the Administrator in any bankruptcyan involuntary case under the federal bankruptcy laws, insolvency, readjustment of debt, marshalling of assets and liabilities as now or similar proceedingshereafter in effect, or for appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrator or of any substantial part of its property, or ordering the winding up or liquidation of their respective affairs, the affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and and, in the case of any such order or decree, in effect for a period of 90 consecutive days; or; (iii) the commencement by the Administrator of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or the consent by the Administrator to the appointment of or taking of possession by a trustee in bankruptcyreceiver, conservator liquidator, assignee, trustee, custodian, sequestrator or receiver other similar official of the Administrator or liquidator in of any bankruptcy, insolvency, readjustment substantial part of debt, marshalling of assets and liabilities its property or similar proceedings of or relating to the making by the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of creditors or the failure by the Administrator generally to pay its creditorsdebts as such debts become due or the taking of corporate action by the Administrator in furtherance of any of the foregoing; or (iv) any failure by the Administrator to deliver any information, report, certification, compliance certificate, attestation or voluntarily suspend payment of its obligationsaccountants’ letter when and as required under Section 1.21 which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification, compliance certificate, attestation or accountants’ letter was required to be delivered. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Sections 1.09(d) and 1.09(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.

Appears in 1 contract

Samples: Administration Agreement (American Honda Receivables Corp)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the IssuerIssuer in accordance with Section 9.1 of the Trust Agreement, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e9(e) and 8(f9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 sixty (60) days' prior written notice. (c) Subject to Sections 8(e9(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator at least 30 days' prior written notice. (d) Subject to Sections 8(e) and 8(f9(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten (10) days (or, if such default cannot be cured in such time, shall not give within such 10 ten (10) days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage possession by any such official of any applicable insolvency or reorganization statute, make an assignment for the benefit substantial part of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by theits

Appears in 1 contract

Samples: Administration Agreement (Ford Credit Auto Receivables Two LLC)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections Section 8(e) and 8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' prior written notice. (cb) Subject to Sections Section 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' prior written notice. (dc) Subject to Sections Section 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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, official for the Administrator or for any substantial part of its property or order the winding up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Sections 8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Master Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Master 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 Master Servicer.

Appears in 1 contract

Samples: Administration Agreement (WFS Financial 2005-3 Owner Trust)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the IssuerTrust Agreement in accordance with its terms, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e9(e) and 8(f9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' ’ prior written notice. (c) Subject to Sections 8(e9(e) and 8(f9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' ’ prior written notice. (d) Subject to Sections 8(e9(e) and 8(f9(f), 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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer);; or (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall (x) enter a decree or order for the appointment relief, which decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect, readjustment of debtor (y) appoint a receiver, marshalling of assets and liabilities liquidator, assignee, custodian, trustee, sequestrator or similar proceedingsofficial for the Administrator or any substantial part of its property, or for (z) order the winding winding-up or liquidation of their respective the Administrator’s affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any 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, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe Owner Trustee in accordance with the Trust Agreement 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. If a successor Administrator does not take office within 60 days after the retiring Administrator resigns or is removed, the resigning or removed Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Administrator. (f) The appointment of any successor Administrator shall be effective only after receipt of a letter from each Rating Agency to the effect that such proposed appointment will not cause a reduction or withdrawal of the then current ratings of the Notes. (g) The Administrator acknowledges that upon the appointment of a successor Indenture Trustee pursuant to Section 6.08 of the Indenture, the Administrator shall immediately resign and such successor Indenture Trustee shall automatically become the Administrator under this Agreement. Any such successor Indenture Trustee shall be required to agree to assume the duties of the Administrator under the terms and conditions of this Agreement in its acceptance of appointment as successor Indenture Trustee.

Appears in 1 contract

Samples: Administration Agreement (Indymac MBS Inc)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections Section 8(e) and 8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' prior written notice. (cb) Subject to Sections Section 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' prior written notice. (dc) Subject to Sections Section 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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (e) 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

Appears in 1 contract

Samples: Administration Agreement (Fleetwood Credit Receivables Corp)

Term of Agreement; Resignation and Removal of Administrator. (a) a. This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) b. Subject to Sections 8(e9(e) and 8(f9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 sixty (60) days' prior written notice. (c) c. Subject to Sections 8(e9(e) and 8(f9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 sixty (60) days' prior written notice. (d) d. Subject to Sections 8(e9(e) and 8(f9(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: (i1) the Administrator shall fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten (10) days (or, if such default cannot be cured in such time, shall not give within such 10 ten (10) days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii2) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii3) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses (ii2) or (iii3) of this Section 9(c) shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (e) e. No resignation or removal of the Administrator pursuant to this Section 9 shall be effective until (i1) a successor Administrator shall have been appointed by thethe Issuer and (2) 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Appears in 1 contract

Samples: Administration Agreement (Ace Securities Corp Rv & Marine Trust 2001-Rv1)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e) and 8(f), the Administrator may resign by providing the Issuer with at least 30 days' prior written notice. (c) Subject to Sections 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator at least 30 days' prior written notice. (d) Subject to Sections 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 fail to perform in any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 days (or, if such default cannot be cured in such time, shall not give within such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the consent by the Administrator to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement on substantially the same terms as the Administrator is bound hereunder. (f) The appointment of any successor Administrator shall be effective only after each Rating Agency (other than Moody's) has provided to the Owner Trustee and the Indenture Trustee notice that the proposed appointment will not result in the reduction or withdrawal of any rating, if any, then assigned by such Rating Agency to any Class of Notes or the [Class C] Certificates. Promptly after the appointment of any successor Administrator, the Owner Trustee will provide notice of such appointment to Moody's (so long as Moody's is then rating any outstanding Notes). (x) Subject to Section 8(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 succeed to the rights, duties and obligations of the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables Corp Ii)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the IssuerIssuer in accordance with Section 9.1 of the Trust Agreement, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e9(e) and 8(f9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 sixty (60) days' prior written notice. (c) Subject to Sections 8(e9(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator at least 30 days' prior written notice. (d) Subject to Sections 8(e) and 8(f9(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten (10) days (or, if such default cannot be cured in such time, shall not give within such 10 ten (10) days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, shall make any general assignment for the 13 benefit of creditors or the Administrator shall admit in writing its inability fail generally to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any 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, the Owner Trustee Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (ed) 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 thethe 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Sections 9(e) and 9(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 1 contract

Samples: Administration Agreement (Ford Credit Auto Receivables Two L P)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections Section 8(e) and 8(f(f), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 days' 60 days prior written notice. (c) Subject to Sections Section 8(e) and 8(f(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 days' 60 days prior written notice. (d) Subject to Sections Section 8(e) and 8(f(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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 30 days (or, if such default cannot be cured in such time, shall not give within such 10 30 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtconservator, marshalling of assets and liabilities liquidator, assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyconservator, insolvencyliquidator, readjustment of debtassignee, marshalling of assets and liabilities trustee, custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or shall make any general assignment for the Administrator benefit of creditors, shall admit in writing its inability to pay its debts generally as they become due or shall fail generally to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) of this Section 8(d) shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence happening of such event. (e) 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 thethe 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 satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Appears in 1 contract

Samples: Administration Agreement (Household Consumer Loan Corp Ii)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections Section 8(e) and 8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least 30 60 days' prior written notice. (cb) Subject to Sections Section 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 30 60 days' prior written notice. (dc) Subject to Sections Section 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 fail to perform default in any material respect the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within such 10 ten days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter a decree or order for the appointment relief, and such decree or order shall not have been vacated within 60 days, in respect of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any involuntary case under any applicable bankruptcy, insolvencyinsolvency or other similar law now or hereafter in effect or appoint a receiver, readjustment of debtliquidator, marshalling of assets and liabilities assignee, custodian, trustee, sequestrator or similar proceedings, or official for the winding Administrator or any substantial part of its property or order the winding-up or liquidation of their respective its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent by to the Administrator entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a trustee in bankruptcyreceiver, conservator or receiver or liquidator in any bankruptcyliquidator, insolvencyassignee, readjustment of debttrustee, marshalling of assets and liabilities custodian, sequestrator or similar proceedings official for the Administrator or any substantial part of or relating its property, shall consent to the Administrator taking of or relating to substantially all possession by any such official of their any substantial part of its property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of make any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors or shall fail generally to pay its creditors, or voluntarily suspend payment of its obligationsdebts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section above shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee Issuer and the Indenture Trustee within seven days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe 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.

Appears in 1 contract

Samples: Administration Agreement (WFS Financial Auto Loans Inc)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e) and 8(f), the Administrator may resign by providing the Issuer with at least 30 days' prior written notice. (c) Subject to Sections 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator at least 30 days' prior written notice. (d) Subject to Sections 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 fail to perform in any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 days (or, if such default cannot be cured in such time, shall not give within such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the consent by the Administrator to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement on substantially the same terms as the Administrator is bound hereunder. (f) The appointment of any successor Administrator shall be effective only after each Rating Agency (other than Moody's) has provided to the Owner Trustee and the Indenture Trustee notice that the proposed appointment will not result in the reduction or withdrawal of any rating, if any, then assigned by such Rating Agency to any Class of Notes or the Certificates. Promptly after the appointment of any successor Administrator, the Owner Trustee will provide notice of such appointment to Moody's (so long as Moody's is then rating any outstanding Notes). (g) Subjecx xx Xxction 8(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 succeed to the rights, duties and obligations of the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables 2002 B Owner Trust)

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 8(e) and 8(f), the Administrator may resign by providing the Issuer with at least 30 days' prior written notice. (c) Subject to Sections 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator at least 30 days' prior written notice. (d) Subject to Sections 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 fail to perform in any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 days (or, if such default cannot be cured in such time, shall not give within such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (iii) the consent by the Administrator to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Administrator of or relating to substantially all of their property, or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by thethe Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement on substantially the same terms as the Administrator is bound hereunder. (f) The appointment of any successor Administrator shall be effective only after each Rating Agency (other than Moody's) has provided to the Owner Trustee and the Indenture Trustee notice that the proposed appointment will not result in the reduction or withdrawal of any rating, if any, then assigned by such Rating Agency to any Class of Notes or the Certificates. Promptly after the appointment of any successor Administrator, the Owner Trustee will provide notice of such appointment to Moody's (so long as Moody's is then rating any outstanding Notes). (x) Xubject to Section 8(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 succeed to the rights, duties and obligations of the Administrator under this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables 2002-a Owner Trust)

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