Waiver of Past Events of Servicing Termination. The ---------------------------------------------- Holders of Notes evidencing not less than 51% of the Note Balance or, if the Notes have been paid in full, the Holders of Certificates evidencing not less than 51% of the Certificate Balance may, on behalf of all Noteholders and Certificateholders, as applicable, waive any Event of Servicing Termination and its consequences, except an event resulting from the failure to make any required deposits to or payments from the Collection Account, the Note Payment Account, the Certificate Payment Account, or the Reserve Account in accordance with this Agreement; provided, however, that no Event of Servicing Termination -------- ------- shall be waived without the consent of the Insurer if such waiver would reasonably be expected to have a material adverse effect upon the rights of the Insurer; and, provided further, that the Insurer (if no Insurer Default shall -------- ------- have occurred and be continuing), in its discretion, may waive any Event of Servicing Termination. Upon any such waiver of an Event of Servicing Termination, such event shall cease to exist, and shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other event or impair any right arising therefrom, except to the extent expressly so waived.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Pooled Auto Securities Shelf LLC), Sale and Servicing Agreement (Pooled Auto Securities Shelf LLC)
Waiver of Past Events of Servicing Termination. The ---------------------------------------------- Holders of Notes evidencing not less than 51% of the Note Balance or, if the Notes have been paid in full, the Holders of Certificates evidencing not less than 51% of the Certificate Balance may, on behalf of all Noteholders and Certificateholders, as applicable, waive any Event of Servicing Termination and its consequences, except an event resulting from the failure to make any required deposits to or payments from the Collection Account, the Note Payment Account, the Certificate Payment Account, or the Reserve Account in accordance with this Agreement; provided, however, that no Event of Servicing Termination -------- ------- shall be waived without the consent of the Insurer if such waiver would reasonably be expected to have a material adverse effect upon the rights of the Insurer; and, provided further, that the Insurer (if no Insurer Default shall -------- ------- have occurred and be continuing), in its discretion, may waive any Event of Servicing Termination. Upon any such waiver of an Event of Servicing Termination, such event shall cease to exist, and shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other event or impair any right arising therefrom, except to the extent expressly so waived.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Pooled Auto Securities Shelf LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)