Servicer Termination Notice. The Borrower, the Servicer, each Lender Agent, and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Replacement Event, the Administrative Agent, by written notice to the Servicer (with a copy to the Collateral Agent and the Backup Servicer) (a “Servicer Termination Notice”), may (and shall, upon the direction of the Majority Lenders) terminate all of the rights, obligations, power and authority of the Servicer under this Agreement. On and after the receipt by the Servicer of a Servicer Termination Notice pursuant to this Section 6.01(b), the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent, until a date mutually agreed upon by the Servicer and the Administrative Agent and shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.04, the Servicing Fees therefor accrued until such date. After such date, the Servicer agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent believes will facilitate the transition of the performance of such activities to a successor Servicer, and the successor Servicer shall assume each and all of the Servicer’s obligations to service and administer the Collateral Portfolio, on the terms and subject to the conditions herein set forth, and the Servicer shall use its best efforts to assist the successor Servicer in assuming such obligations.
Servicer Termination Notice. The Borrower, each Applicable Servicer and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination Event, the Administrative Agent, by written notice to an Applicable Servicer (a “Servicer Termination Notice”), shall, upon the direction of the Majority Lenders, terminate all of the rights, obligations, power and authority of such Applicable Servicer under this Agreement. On and after the receipt by such Applicable Servicer of a Servicer Termination Notice pursuant to this Section 8.01(b), such Applicable Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or otherwise specified by the Administrative Agent (upon the direction of the Majority Lenders) in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent (upon direction of the Majority Lenders), until a date mutually agreed upon by such Applicable Servicer and the Administrative Agent (upon direction of the Majority Lenders). If such Applicable Servicer is the Facility Servicer, such Applicable Servicer shall be entitled to receive, to the extent of funds available therefor pursuant to Section 2.08, the Facility Servicing Fees accrued until such termination date as well as any other fees, amounts, expenses or indemnities it is entitled to pursuant to the provisions of this Agreement and the Facility Servicer Fee Letter (collectively, the “Servicer Termination Expenses”). To the extent amounts held in the Collection Account and paid in accordance with Section 2.08 are insufficient to pay the Servicer Termination Expenses, Borrower (and to the extent Borrower fails to so pay, the Lenders based on their Pro Rata Share) agree to pay the Servicer Termination Expenses within ten Business Days of receipt of an invoice therefor. On the termination date specified in this Section 8.01(b), such Applicable Servicer agrees that it will terminate its activities as Facility Servicer or Portfolio Asset Servicer, as applicable, hereunder in a manner that the Administrative Agent (acting at the direction of the Majority Lenders) and, if no Event of Default has occurred and is continuing at such time, the Borrower, believes will facilitate the transition of the performance of such activities to a Replacement Servicer, and the Replacement Servicer shall assume each and all of such Applicable Servicer’s obligations under this Agreeme...
Servicer Termination Notice. The Borrower, the Servicer, each Lender, and the Administrative Agent hereby agree that, upon the occurrence of a Servicer Termination Event, the Administrative Agent, by written notice to the Servicer (with a copy to the Collateral Agent) (a “Servicer Termination Notice”), may terminate all of the rights, obligations, power and authority of the Servicer under this Agreement. On and after the receipt by the Servicer of a Servicer Termination Notice pursuant to this Section 6.01(b), the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Servicer Termination Notice or otherwise specified by the Administrative Agent in writing or, if no such date is specified in such Servicer Termination Notice or otherwise specified by the Administrative Agent, until a date mutually agreed upon by the Servicer and the Administrative Agent and shall be entitled to receive, to the extent of funds available therefor pursuant to 106
Servicer Termination Notice. 34 Section 6.16.
Servicer Termination Notice. If (i) an Early Amortization Event or a Purchase Termination Event shall have occurred and be continuing or (ii) there has been a failure by the Servicer to perform its obligations as Servicer and such failure could reasonably be expected to have a material adverse effect on the collection of the Purchased Contract Assets taken as a whole, the value of the Purchased Contract Assets or the ability of the Collateral Agent to exercise its remedies under the Security Agreement (a "SERVICER TERMINATION EVENT"), the Issuer may and, upon the direction of the Majority Noteholders, the Issuer or the Trustee shall, by notice given in writing to the Servicer, the Issuer or Trustee, as applicable, and the Collateral Agent (a "SERVICER TERMINATION NOTICE") terminate all of the rights and, except as expressly provided in this Agreement, obligations of the Servicer under this Agreement. Notwithstanding any termination of the rights and obligations of the Servicer, such terminated Servicer shall remain responsible for any acts or omissions to act by it as Servicer prior to such termination.
Servicer Termination Notice. 8 SECTION 2.12
Servicer Termination Notice. If (i) an Amortization Event shall have occurred and be continuing or (ii) there has been a failure by the Servicer to perform its obligations as Servicer and such failure could have a material adverse effect on the collection of the Receivables, the value of the Collateral or the ability of the Collateral Agent to exercise its remedies under the Security Agreement, the Agent may, at the direction of the Required Lenders, by notice given in writing to the Servicer, the Collateral Agent and the Company (each such notice and each notice to the Servicer referred to in the following sentence, being a "Servicer Termination Notice") terminate all of the rights and obligations of the Servicer under this Agreement pursuant to the terms of Section 2.12. The Company may at any time, with the prior written consent of the Required Lenders by notice given in writing to the Servicer and the Agent, terminate all the rights and obligations of the Servicer pursuant to the terms of Section 2.12. Notwithstanding any termination of the rights and obligations of the Servicer, such terminated Servicer shall remain responsible for any acts or omissions to act by it as Servicer prior to such termination.
