Common use of Termination of the Servicer Clause in Contracts

Termination of the Servicer. If a Servicer Default shall have occurred and be continuing, the Trustee, by notice given to the Servicer, and if the Servicer is not TMM, to the Sellers' Representative, shall upon the written directions of the Cumulative Required Investor Certificateholders terminate all of the rights and powers of the Servicer under this Master Trust Agreement, including without limitation all rights of such Servicer to receive any servicing compensation provided for in the applicable Supplement with respect to the period following such termination. Upon the giving of any such notice under SECTION 10.5 below, the Trustee shall designate as successor Servicer any Person (upon the written direction of the Cumulative Required Investor Certificateholders to succeed such Servicer on the condition that the Trustee determines that such Person meets sections (a) and (c) of the definition of "Successor Servicer Criteria" and such Person certifies pursuant to section (b) of the definition of "Successor Servicer Criteria" that it is legally qualified to act as the successor Servicer. A Person so designated shall agree to assume the duties and obligations of such Servicer under the Transaction Documents in accordance with the terms hereof or thereof or such other terms as may be acceptable to the Trustee, and upon such assumption all rights, duties and responsibilities of the Servicer under the Transaction Documents shall vest in such successor Servicer, and the Trustee is hereby irrevocably and independently authorized, appointed and empowered to execute and deliver, on behalf of such Servicer, as attorney-in-fact or otherwise (which appointment as attorney-in-fact is with full power of substitution and coupled with an interest), all documents and other instruments (including any notices to Obligors deemed necessary or advisable by the Trustee), and to do or accomplish all other acts or things, necessary or appropriate to effect such vesting and assumption, including, without limitation, directing the Obligors to remit all payments on or in respect of the Purchased Receivables to an account or address designated by the Trustee or such successor Servicer and endorsing the name of such Servicer on checks and other instruments representing Collections with respect to the Purchased Receivables and enforcing such Purchased Receivables. Further, in such event, such Servicer shall use its best efforts to effect the orderly and efficient transfer of the servicing of the Purchased Receivables to such successor Servicer, and as promptly as practicable, such Servicer shall provide applicable records to such successor Servicer. In no event shall the Trustee be obligated to act as a successor Servicer hereunder. Notwithstanding the termination of any Person's rights and powers as Servicer under this Master Trust Agreement, such Person shall remain obligated to deposit all payments on the Purchased Receivables, including without limitation all Collections, in the Collection Account promptly upon receipt.

Termination of the Servicer. (a) If a Servicer Default shall have occurred and be continuing, the Trustee, by notice given to the ServicerAdministrative Agent may, and if the Servicer is not TMMshall, to the Sellers' Representative, shall upon the written directions of the Cumulative Required Investor Certificateholders terminate all of the rights and powers of the Servicer under this Master Trust Agreement, including without limitation all rights of such Servicer to receive any servicing compensation provided for in the applicable Supplement with respect to the period following such termination. Upon the giving of any such notice under SECTION 10.5 below, the Trustee shall designate as successor Servicer any Person (upon the written direction of the Cumulative Required Investor Certificateholders Lenders, give written notice to succeed such the Servicer on (a “Servicer Termination Notice”), the condition that Purchaser and each Lender of the Trustee determines that such Person meets sections termination of all (a) and (cbut not less than all) of the definition of "Successor Servicer Criteria" and such Person certifies pursuant to section (b) of the definition of "Successor Servicer Criteria" that it is legally qualified to act as the successor Servicer. A Person so designated shall agree to assume the duties rights and obligations of such Servicer under the Transaction Documents in accordance with the terms hereof or thereof or such other terms as may be acceptable to the Trustee, and upon such assumption all rights, duties and responsibilities of the Servicer under the Transaction Documents shall vest in such successor Servicerthis Servicing Agreement, and the Trustee Administrative Agent shall, as promptly as possible, appoint a successor Servicer and such successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Administrative Agent and the Required Lenders. (b) Each of the Servicer and any successor Servicer shall take such actions consistent with this Servicing Agreement as shall be necessary to effect such succession. On the receipt by the Servicer of such Servicer Termination Notice, all of the rights and obligations of the Servicer under this Servicing Agreement, including, without limitation, the Servicer’s right hereunder to receive unaccrued Servicing Fees, shall cease and the same shall pass to and be vested in, and assumed by, the successor Servicer pursuant to and under this Servicing Agreement. Such successor Servicer shall be subject to all the responsibilities, duties and liabilities of the Servicer hereunder. Each of the successor Servicer and the Administrative Agent is hereby irrevocably and independently authorized, appointed authorized and empowered to execute and deliver, on behalf of such the terminated Servicer, as attorney-in-fact or otherwise (which appointment as attorney-in-fact is with full power of substitution otherwise, any and coupled with an interest), all documents and other instruments (including perform any notices to Obligors deemed necessary or advisable by the Trustee), and to do or accomplish all other acts or things, things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and assignment of any Transferred Receivables or such passing, vesting and assumption, including, without limitation, directing the or assumption or to cause Obligors to remit all payments on future Contract Payments and other amounts due under any Contract or in respect of the Purchased Receivables any Transferred Receivable to an such account or address designated as shall be specified by the Trustee or such successor Administrative Agent, acting at the written direction of the Required Lenders. (c) Notwithstanding any Servicer Default and endorsing delivery of any Servicer Termination Notice, the name existing Servicer shall not be relieved of such Servicer on checks its responsibilities hereunder, and shall continue to service the Transferred Receivables and be entitled to payment of Servicing Fees and other instruments representing Collections with respect to the Purchased Receivables and enforcing reimbursements, until such Purchased Receivables. Further, in such event, such Servicer shall use its best efforts to effect the orderly and efficient transfer of the servicing of the Purchased Receivables to such successor Servicer, and as promptly as practicable, such Servicer shall provide applicable records to such successor Servicer. In no event shall the Trustee be obligated to act time as a successor Servicer has assumed the responsibilities of Servicer hereunder. Notwithstanding . (d) If the Servicer’s duties, responsibilities and liabilities under this Servicing Agreement should be terminated pursuant to this Section 7.2, the Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Servicing Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor or the value of any Serviced Assets. (e) Any termination of the Servicer pursuant to this Section 7.2 shall not affect any Person's rights and powers as claims that the Purchaser, the Administrative Agent, any Lender or any other Person may have against such terminated Servicer under this Master Trust Agreementarising prior to the effective date of any such termination. (f) Upon receipt of request by the Administrative Agent, such Person the terminated Servicer shall remain obligated immediately deliver to deposit all payments on the Purchased Receivablessuccessor Servicer the funds that are, including without limitation all Collectionsor are required to be, in the Collection Account promptly upon receiptConcentration Account, the files related to the Transferred Receivables and all related Contract documents held by it hereunder and the terminated Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitely vest and confirm in the successor Servicer all such rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer.