Appointment of Successor Servicer. (a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date forty-five (45) days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,000 and whose regular business shall include the servicing of automobile receivables (including light-duty trucks), as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.
(b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions o...
Appointment of Successor Servicer. (a) When the Servicer receives a notice of termination pursuant to Section 7.1 or the Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 6.4, the Trustee shall become the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein, provided, however, that the Trustee's obligation to make any Advances shall be no greater than set forth in Section 4.3 of this Agreement, and the Trustee shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Servicer and provided, further, that the Trustee shall not be required to make an Advance from its own funds if such Advance would be prohibited by law. As compensation therefor, the Trustee shall be entitled to receive monthly an amount not to exceed the Servicing Fee as agreed by the Trustee and the Servicer, together with such other servicing compensation in the form of assumption fees, late charges, prepayment fees or otherwise provided in Section 3.
Appointment of Successor Servicer. If the Trustee has given notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 2.01 of the Servicing Agreement, as promptly as possible thereafter, the Trustee shall appoint a successor servicer in accordance with Section 2.01 of the Servicing Agreement.
Appointment of Successor Servicer. Section 6.03.
Appointment of Successor Servicer. If Initial Member exercises its right to act on behalf of the Manager (in its individual capacity) to appoint a successor Servicer, the costs and expenses associated with such successor Servicer (including any servicing fees) shall be borne by the Manager (and not the Company or the Initial Member), and no termination or other fee shall be due to the Manager or the Servicer or any Subservicer in connection with or as a result of any such action; provided, that, if the Initial Member has also exercised its right to remove the Manager (such that such removed Manager no longer has rights to the Management Fee), then, with respect to servicing fees of such successor Servicer (but not costs and expenses in connection with the replacement of the Servicer with such successor Servicer) such removed Manager shall be responsible only for the portion of such fees that, as of any particular Distribution Date, are in excess of the Management Fee payable to the successor Manager on such Distribution Date.
Appointment of Successor Servicer. 49 Section 8.04. Notification to Securityholders.........................................................50 Section 8.05. Waiver of Past Defaults.................................................................50
Appointment of Successor Servicer. (a) Upon the receipt by the Closed-End Servicer of a notice of termination pursuant to Section 8.1, Section 8.2 or Section 8.3 (or such later date as may be specified in such notice of termination), all authority and power of the Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 or Section 8.3, solely to the extent of the rights so terminated) will pass to and be vested in the successor Closed-End Servicer as may be appointed under this Section 8.4. In such event, the Titling Trust, the Closed-End Administrative Agent and the Closed-End Collateral Agent are authorized and empowered to execute and deliver, on behalf of the predecessor Closed-End Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the termination and replacement of the Closed-End Servicer (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated).
(b) Upon termination of the Closed-End Servicer pursuant to Section 8.1, Section 8.2 or Section 8.3, the predecessor Closed-End Servicer will cooperate with the successor Closed-End Servicer, the Deal Agent, the Closed-End Administrative Agent, the Closed-End Collateral Agent and the Titling Trust in effecting the termination of the responsibilities and rights of the predecessor Closed-End Servicer under this Closed-End Servicing Agreement (in the case of a termination pursuant to Section 8.2 or Section 8.3, to the extent of the rights so terminated), including, as soon as practicable, (i) the transfer to such successor Closed-End Servicer for administration by it of all cash amounts relating to the Collateral (or, in the case of a termination pursuant to Section 8.2 or Section 8.3, the applicable portion of the Collateral) that are held by the predecessor Closed-End Servicer for deposit, or thereafter will be received with respect to the Collateral (or such portion thereof, as the case may be); (ii) the delivery to such successor Closed-End Servicer of the related Lease Files, all related Security Deposits and related repossessed Closed-End Vehicles, and the related accounts and records maintained by the Closed-End Servicer; and (iii) directing the Closed-End Obligors to remit payments to an account or address designated by the Titling Trust or such successor Closed-End Servicer.
(c) If the Closed-End Servicer ...
Appointment of Successor Servicer. If the Initial Member exercises its right to act on behalf of the Manager (in its individual capacity) to appoint a successor Servicer, the costs and expenses associated with such successor Servicer (including any Servicing fees) will be borne by the Manager (in its individual capacity) (and not the Company or the Initial Member), and no termination or other fee will be due to the Manager (in any capacity) or the Servicer or any Subservicer or JDC Contractor in connection with or as a result of any such action; provided, however, that, if the Initial Member has also exercised its right to remove the Manager (such that such removed Manager no longer has rights to the Management Fee), then, with respect to Servicing fees of such successor Servicer (but not costs and expenses in connection with the replacement of the Servicer with such successor Servicer) such removed Manager will be responsible (in any capacity) only for the portion of such fees that, as of any particular Distribution Date, are in excess of the Management Fee payable to the successor Manager on such Distribution Date.
Appointment of Successor Servicer. If the Initial Member exercises its right to appoint a Successor Servicer pursuant to Section 5.1(a)(vi), the costs and expenses associated with such Successor Servicer (including any servicing fees) shall be borne by the Manager (and not Initial Member or Debtor), and no termination or other fee shall be due to Manager or the Servicer or any subservicer in connection with or as a result of any such action. All authority and power of the Manager to act with respect to the terminated Servicer shall pass to and be vested in the Initial Member pursuant to this Article 5 and, without limitation, the Initial Member is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver, on behalf of and at the expense of the Manager, any and all documents and other instruments and to do or take any and all acts necessary or appropriate to effect the termination of the Servicer and the replacement of the Servicer with a Successor Servicer.
Appointment of Successor Servicer. 107 Section 7.6 NOTIFICATION TO CERTIFICATEHOLDERS......................................108 ARTICLE VIII
