Termination of Backup Servicer Clause Samples

Termination of Backup Servicer. Notwithstanding anything to the contrary herein, the Indenture Trustee shall have the right to remove the Backup Servicer with or without cause at any time and replace the Backup Servicer pursuant to the provisions of the Backup Servicing Agreement. In the event that the Indenture Trustee shall exercise its rights to remove and replace ▇▇▇▇▇ Fargo Bank, National Association as Backup Servicer, ▇▇▇▇▇ Fargo Bank, National Association shall have no further obligation to perform the duties of the Backup Servicer under this Indenture. In the event of a termination of the Backup Servicing Agreement prior to the termination or resignation of Silverleaf as the Servicer hereunder, the Indenture Trustee shall appoint a successor Backup Servicer reasonably acceptable to the Indenture Trustee. Upon the termination or resignation of the Backup Servicer, the Indenture Trustee shall be deemed to represent, warrant and covenant that it will service or engage a subservicer to perform each of the servicing duties and responsibilities described in this Indenture.

Termination of Backup Servicer. In the event that the Backup Servicing Agreement is terminated for reasons other than those specified in Section 7.1(o), the Company shall reasonably coordinate and reasonably cooperate with the Administrative Agent and the Lenders to timely engage a replacement Backup Servicer.

Termination of Backup Servicer. If the Backup Servicer shall ------------------------------ fail to duly observe or perform any of its covenants, agreements or obligations set forth in this Agreement which failure (i) would have a material adverse effect on the Noteholders (determined without regard to the availability of funds under the Note Policy), the Insurer (unless an Insurer Default shall have occurred and be continuing) or the Trust Property, and (ii) if capable of remedy, continues unremedied for a period of 30 days after the earlier to occur of (x) the date on which written notice of such failure, requiring the same to be remedied, shall have been received by an Authorized Officer of the Backup Servicer from the Insurer (or, if an Insurer Default shall have occurred and be continuing by any Noteholder or group of Noteholders evidencing not less than 25% of the principal balance of the Notes) or (y) the discovery of such failure by an Authorized Officer of the Backup Servicer, the Insurer (or, if an Insurer Default shall have occurred and be continuing, any Noteholder or group of Noteholders evidencing not less than 25% of the principal balance of the Notes) may terminate all of the duties of the Backup Servicer under this Agreement. Any removal pursuant to the provisions of this Section 10.09 shall take effect only upon the appointment of a successor to the Backup Servicer and the acceptance in writing by such successor to Backup Servicer of such appointment and of its obligation to perform its duties hereunder in accordance with the provisions hereof.

Termination of Backup Servicer. Notwithstanding anything to the contrary herein, the Buyer shall have the right (with the consent of the Seller) to remove the Backup Servicer with or without cause at any time and replace the Backup Servicer pursuant to the provisions of the Backup Servicing Agreement. In the event that the Buyer shall exercise its rights to remove and replace Concord Servicing Corporation as Backup Servicer or Concord Servicing Corporation shall have terminated the Backup Servicing Agreement in accordance with the terms thereof, Concord Servicing Corporation shall have no further obligation to perform the duties of the Backup Servicer under this Agreement. In the event of a termination of the Backup Servicing Agreement, the Buyer shall appoint a successor Backup Servicer reasonably acceptable to the Buyer and the Seller. Any successor Backup Servicer or Servicer appointed pursuant to this Agreement (i) as a condition to any such appointment, shall be a nationally recognized and licensed servicer of timeshare loan receivables that (a) is actively servicing a portfolio of timeshare loans with an aggregate principal balance of not less than $200,000,000, (b) has servicing and collection capabilities for all categories of delinquent and defaulted timeshare loans (including through foreclosure) and (c) is not an Affiliate of the Buyer, and (ii) shall be required to enter into a written backup servicing agreement that is reasonably acceptable to each of Seller and Buyer.

Termination of Backup Servicer. Upon ▇▇▇▇▇ Fargo’ receipt of a Backup Servicer Termination Note from the Deal Agent, ▇▇▇▇▇ Fargo agrees that it will terminate its activities as Backup Servicer hereunder.

Termination of Backup Servicer. Notwithstanding anything to the contrary herein, the Indenture Trustee shall have the right to remove the Backup Servicer with or without cause at any time and replace the Backup Servicer pursuant to the provisions of the Backup Servicing Agreement. In the event that the Indenture Trustee shall exercise its rights to 48 remove and replace Concord Servicing LLC as Backup Servicer or Concord Servicing LLC shall have terminated the Backup Servicing Agreement in accordance with the terms thereof, Concord Servicing LLC shall have no further obligation to perform the duties of the Backup Servicer under this Indenture. In the event of a termination of the Backup Servicing Agreement, the Indenture Trustee, at the written direction of Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, shall appoint a successor Backup Servicer reasonably acceptable to the Indenture Trustee. Upon the termination or resignation of the Backup Servicer, the Indenture Trustee shall be deemed to represent, warrant and covenant that it will service or engage a subservicer to perform each of the servicing duties and responsibilities described in this Indenture.

Termination of Backup Servicer. 74 TABLE OF CONTENTS (continued) Page SECTION 10.10. Termination of Successor Servicer ................................... 74 ARTICLE XI Termination ................................................................ 75 SECTION 11.1. Optional Repurchase of Receivables and Redemption of the Notes ...... 75

Termination of Backup Servicer. Notwithstanding anything to the contrary herein, the Collateral Agent shall have the right to remove the Backup Servicer with or without cause at any time and replace the Backup Servicer pursuant to the provisions of the Backup Servicing Agreement. In the event that the Collateral Agent shall exercise its rights to remove and replace as Backup Servicer or shall have terminated the Backup Servicing Agreement in accordance with the terms thereof, shall have no further obligation to perform the duties of the Backup Servicer under this Note Purchase Agreement. In the event of a termination of the Backup Servicing Agreement, the Collateral Agent shall appoint a successor Backup Servicer reasonably acceptable to the Collateral Agent. Upon the termination or resignation of the Backup Servicer, the Collateral Agent shall be deemed to represent, warrant and covenant that it will service or engage a subservicer to perform each of the servicing duties and responsibilities described in this Note Purchase Agreement.

Termination of Backup Servicer. (a) The Servicer may terminate all of the rights and obligations of the Backup Servicer under this Agreement (a) upon a breach of any of the representations, warranties, covenants or obligations of the Backup Servicer contained in this Agreement, (b) if the long-term, unsecured debt ratings of the Backup Servicer are lower than “BBB-” from S&P or “Baa3” from ▇▇▇▇▇’▇ or (c) upon the occurrence of an Insolvency Event with respect to the Backup Servicer. Upon the termination of the Backup Servicer, the Servicer will appoint a successor backup servicer that satisfies the eligibility criteria for a Successor Servicer under the Pooling and Servicing Agreement. No termination pursuant to Section 4.01 will become effective until a successor Backup Servicer that is an Eligible Servicer has been appointed by the Servicer and executes an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement. (b) The terminated Backup Servicer agrees to cooperate with any successor Backup Servicer appointed by the Servicer in effecting the transfer of the responsibilities and rights of the terminated Backup Servicer under this Agreement, including the delivery to the successor Backup Servicer of all documents, records and electronic information related to the Dealer Notes in the possession of the terminated Backup Servicer. The Servicer will notify the Rating Agencies prior to any termination of the Backup Servicer.