Servicing Termination Events Sample Clauses

Servicing Termination Events. (a) Any of the following acts or occurrences shall constitute a Servicing Termination Event: (i) Any failure by the Servicer to deliver to the Indenture Trustee for payment to Noteholders any proceeds or payments received from an Obligor or in respect of the Trust Estate and required to be so delivered under the terms of the Indenture and this Agreement that continues unremedied until 1:00 p.m. Minneapolis time on the second following Business Day; provided, however, that the Indenture Trustee, upon receiving -------- ------- actual knowledge of such failure, shall give the Servicer and the Noteholders prompt written, telecopied or telephonic notice of such failure. Notwithstanding the foregoing, any failure by the Indenture Trustee to deliver such notice to the Servicer or the Noteholders shall not prevent the occurrence of a Servicing Termination Event; or (ii) Any failure by the Servicer to make a Servicer Advance pursuant to Section 3.04 hereof or to deliver a Monthly Servicing Report pursuant to Section 4.01 hereof that continues unremedied until 1:00 p.m. Minneapolis time the following Business Day; provided, however, that if -------- ------- the Servicer has not delivered the Monthly Servicing Report by 1:00 p.m. Minneapolis time on the Submission Date, the Indenture Trustee shall give the Servicer notice of such failure. Notwithstanding the foregoing, any failure by the Indenture Trustee to deliver such notice to the Servicer shall not prevent the occurrence of a Servicing Termination Event; or (iii) Any failure on the part of the Servicer to duly observe or perform any other material covenants or agreements of the Servicer set forth in this Agreement or any other Transaction Document, as the case may be, or if any representation or warranty of the Servicer set forth in Section 2.01 of this Agreement shall prove to be incorrect, which failure or breach (A) materially and adversely affects or could affect the interest or rights of LFC VI, the Issuer, the Indenture Trustee, or the Noteholders and (B) continues unremedied for a period of 30 days after the date on which the Servicer becomes aware of such failure or breach or written notice of such failure or breach, requiring the situation giving rise to such breach or non-conformity to be remedied, shall have been given to a Servicing Officer of the Servicer by LFC VI, the Issuer, the Indenture Trustee, or the Back-up Servicer, or to a Servicing Officer of the Servicer and the Indenture Trustee by the...

Servicing Termination Events. (a) Upon written notice from the Company and the Majority Lenders following the occurrence and during the continuance of a Servicing Termination Event, the Agent may appoint a Person to make the distributions described in Section 2.21 and to provide the services described in Section 6.01, 6.02 and 6.05 of the Bank Facility Agreement (the “Servicing Duties”) with respect to the Pledged Loans and, if the Bank Facility Agreement shall have been terminated and no longer be in effect, the Pledged Timeshare Assets and Developer Loans and the other Collateral (each as defined in the Bank Facility Agreement) and on the condition in each case that any such Person so designated (y) shall agree to deliver to the Company a copy of each report delivered to the Agent hereunder, and (z) shall agree to perform, at a minimum, the duties and obligations of the Company pursuant to the terms hereof. (b) The Company agrees that, upon replacement of Company as servicer of any of the Collateral, it will cooperate (and will require each subservicer to cooperate) with the Agent and the successor servicer in effecting the termination of Company’s responsibilities and rights with respect to the Servicing Duties with respect to such Collateral and each subservicer’s responsibilities and rights as subservicer under a sub-servicing agreement, including (i) assisting the successor Company in enforcing all rights under the applicable Collateral, (ii) transferring, promptly upon receipt, to the successor servicer any Collections or other amounts related to the applicable Collateral received by Company, (iii) transferring to the successor Company all Developer Agreements and other Records held by or under the control of Company or any subservicer and (iv) permit the successor servicer to have access to all discs, diskettes and related property containing information concerning the applicable Collateral and the related Records and permit the successor Company to use all computer software (to the extent it is permitted to do so) that may facilitate the Company’s access to and use of such information.