Replacement of Servicer. (a) If a Servicer Termination Event shall have occurred and be continuing, the Indenture Trustee may, and at the direction of the Requisite Noteholders (or, if no Notes (other than Class XS Notes) are Outstanding, the Majority Certificateholders) shall, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, all authority and power of the Servicer under this Agreement shall, without further action, pass to and be vested in (i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated, such Successor Servicer as may be approved under clause (b) below.
(b) Upon the Servicer’s receipt of notice of termination pursuant to clause (a) above or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, only until the Backup Servicer (or another Successor Servicer) has assumed the obligations of the predecessor Servicer in the time period set forth in the Backup Servicing Agreement. The Indenture Trustee shall give the Backup Servicer written notice of the Servicer’s termination or resignation. In the event of termination or resignation of the Servicer hereunder, the Backup Servicer shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth in the Backup Servicing Agreement) by the Appointment Effective Date set forth in the Backup Servicing Agreement. In the event the Backup Servicer does not assume the role of Successor Servicer, the Requisite Noteholders (or if the Notes (other than the Class XS Notes) have been paid in full, the Issuing Entity acting at the direction of the Majority Certificateholders) shall appoint another Person as Successor Servicer, who shall assume the obligations of Servicer hereunder (except to the extent otherwise set forth herein or within any agreement with such Successor Servicer) on the assumption date specified in such written notice (the “Assumption Date”) pursuant to this Agreement. The amount of the Servicing Fee payable to (1) the Backup Servicer as Successor Servicer shall be the Successor Servicing Fee Rate (Backup Servicer) and (2) any Successor Servicer (excluding the Backup Serv...
Replacement of Servicer. 24 SECTION 6.3. Custody of Receivable Files...........................26 SECTION 6.4. Duties of Servicer as Custodian.......................26 SECTION 6.5. Effective Period and Termination......................27
Replacement of Servicer. Upon the occurrence and during the continuation of a Servicer Termination Event, the Agent may, or upon the direction of the Lender shall, replace the Person then acting as Servicer.
Replacement of Servicer. Notwithstanding anything herein or in any other Basic Documents to the contrary, upon giving the notice required in Section 10.15 of the Sale and Servicing Agreement and satisfaction of the Rating Agency Condition, New Holland Credit Company, LLC will assume all of the rights and obligations of CNH Capital America LLC (or its successor) as Servicer under the Sale and Servicing Agreement and the other Basic Documents, and succeed CNH Capital America LLC as Servicer under the Sale and Servicing Agreement and the other Basic Documents, each as of the effective date set forth in such notice, without the prior written consent of any party, and without the need for entering into any supplemental or additional documentation.
Replacement of Servicer. Following the occurrence of a Servicer Termination Event, the Buyer may, at its discretion, replace the Servicer with itself or any agent for the Buyer with respect to any and all Purchased Receivables and Related Security. Seller shall be responsible for all reasonable costs and expenses incurred in connection with such replacement and shall promptly reimburse the Buyer with respect to same.
Replacement of Servicer. Upon the earlier to occur of (i) Servicer defaulting in its obligations set forth under this Section 6, (ii) an Insolvency Event with respect to Servicer, (iii) a Material Adverse Change in Seller or Servicer, (iv) a Termination Event or (v) a breach of the representations and warranties in any material respect by Seller or Servicer under this Agreement, the Purchaser Representative (at the written direction or with the written consent of all Purchasers) shall (but only with respect to clauses (i) and (iv) if within 10 days after knowledge of Seller or Servicer or notice from either Purchaser to Seller and Servicer, Servicer fails to cure such default or breach in all material respects and in all other cases without requirement of notice to Servicer, Seller or any other Person) replace Servicer (which replacement may be made through the outplacement to a Person of all back office duties, including billing, collection and processing responsibilities, and access to all personnel, hardware and software utilized in connection with such responsibilities). Servicer shall reimburse the Purchaser Representative and each Purchaser for all expenses reasonably incurred by such Person in connection with such replacement; provided that in no event shall Servicer be liable for any servicing compensation paid or payable to such replacement. (b)
Replacement of Servicer. (a) The Required Funding Agents shall be entitled, by written notice to Seller and Servicer to effect termination of Servicer's servicing rights and obligations respecting the affected Mortgage Loans in the event any of the following circumstances or events ("Servicer Termination Events") occur and are continuing:
(i) any failure by the Servicer to remit to the Administrative Agent when due any payment or transfer of funds required to be made by it under the terms of this Agreement which continues unremedied for a period of five (5) calendar days after the due date; provided, however, that such grace period shall not apply to the Servicer's obligation to remit Collections to the Collection Account pursuant to Section 5.02(a); or
(ii) failure by the Servicer duly to observe or perform in any material respect any of its other covenants or agreements set forth in this Agreement or in any Principal Agreement which continues unremedied beyond the expiration of any applicable grace or notice period; or
(iii) any representation, warranty or certification made or deemed made herein or in any Principal Agreement by the Servicer or in any certificate furnished to the Administrative Agent, any Funding Agent or any Purchaser pursuant to the provisions thereof, shall prove to have been false or misleading in any material respect as of the time made or furnished; or
(A) the Servicer shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted against the Servicer or by the Servicer seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property and, in the case of an involuntary proceeding described above, such proceeding shall continue undismissed, unstayed and in effect for a period of sixty (60) consecutive days; or (B) the Servicer's Board of Directors shall vote affirmatively to authorize any of the actions set forth in clause (A) above in this subsection (iv); or
(v) any action or omission to act by the Servicer which constitutes gross negligence or willful misconduct causes a Takeout Failure, su...
Replacement of Servicer. Upon the earlier to occur of (i) Servicer defaulting in its obligations set forth under this Section 6, (ii) an Insolvency Event with respect to Servicer, (iii) a Material Adverse Change in Seller or Servicer, (iv) a Termination Event or (v) a breach of the representations and warranties in any material respect by Seller or Servicer under this Agreement, Purchaser may at any time thereafter (but only with respect to clauses (i) and (iv) if within 10 days after knowledge of Seller or Servicer or notice from Purchaser to Seller and Servicer, Servicer fails to cure such default or breach in all material respects and in all other cases without requirement of notice to Servicer, Seller or any other Person) replace Servicer (which replacement may be made through the outplacement to a Person of all back office duties, including billing, collection and processing responsibilities, and access to all personnel, hardware and software utilized in connection with such responsibilities). Servicer shall reimburse Purchaser for all expenses reasonably incurred by Purchaser in connection with such replacement; provided that in no event shall Servicer be liable for any servicing compensation paid or payable to such replacement.
Replacement of Servicer. 22 SECTION 7.1
Replacement of Servicer. 22 SECTION 7.2 Notification to Noteholders................................ 23
