Common use of Master Servicer Termination Clause in Contracts

Master Servicer Termination. Prior to an appointment as successor Servicer, the Majority Noteholder may (a) terminate all of the rights and obligations of the Master Servicer under this Agreement in the event of a breach of any of the representations or warranties, covenants or obligations of the Master Servicer contained in this Agreement or (b) in its sole discretion, without cause and upon not less than 30 days' notice, terminate the rights and obligations of the Master; provided however, that if the Master Servicer is terminated by the Majority Noteholder without cause within the first 3 months after the Closing Date, the Master Servicer will be entitled to the applicable Master Servicer Fee for the period beginning on the date of such termination and ending on the date 3 months from the Closing Date. The terminated Master Servicer agrees to cooperate with any successor Master Servicer appointed by the Majority Noteholder in effecting the termination of the responsibilities and rights of the terminated Master Servicer under this Agreement, including, without limitation, the delivery to the successor Master Servicer of all documents, records and electronic information related to the Receivables in the possession of the Master Servicer. Expenses incurred by the Master Servicer in respect of the foregoing sentence shall be reimbursed in accordance with Section 2.10(c) of the Indenture.