Common use of Termination; Assignment Clause in Contracts

Termination; Assignment. In the event that all obligations to the EFCH Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EFCH Purchased Assets have been paid in full or written off as uncollectible, then the EFCH Purchaser shall promptly notify the other parties hereto, and the EFCH Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECO Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all ECO Purchased Assets have been paid in full or written off as uncollectible, then the ECO Purchaser shall promptly notify the other parties hereto, and the ECO Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECL Purchaser of Oportun and the Initial Servicer under the ECL Documents and the EF Holdco Documents have terminated and all ECL Purchased Assets and EF Holdco Purchased Assets have been paid in full or written off as uncollectible, then the ECL Purchaser shall promptly notify the other parties hereto, and the ECL Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB Purchased Assets have been paid in full or written off as uncollectible, then the EPOB Purchaser shall promptly notify the other parties hereto, and the EPOB Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EFCH-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EFCH-GS Purchased Assets have been paid in full or written off as uncollectible, then the EFCH-GS Purchaser shall promptly notify the other parties hereto, and the EFCH-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECO-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all ECO-GS Purchased Assets have been paid in full or written off as uncollectible, then the ECO-GS Purchaser shall promptly notify the other parties hereto, and the ECO-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB-GS Purchased Assets have been paid in full or written off as uncollectible, then the EPOB-GS Purchaser shall promptly notify the other parties hereto, and the EPOB-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB2-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB2-GS Purchased Assets have been paid in full or written off as uncollectible, then the EPOB2-GS Purchaser shall promptly notify the other parties hereto, and the EPOB2-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EF Holdco Purchaser of Oportun and the Initial Servicer under the EF Holdco Documents have terminated and all EF Holdco Purchased Assets have been paid in full or written off as uncollectible, then the EF Holdco Purchaser shall promptly notify the other parties hereto, and the EF Holdco Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF V Trust Estate shall have been paid in full and the OF V Documents and liens created thereunder shall have been terminated or released, then the OF V Trustee shall promptly notify the other parties hereto, and the OF V Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VI Trust Estate shall have been paid in full and the OF VI Documents and liens created thereunder shall have been terminated or released, then the OF VI Trustee shall promptly notify the other parties hereto, and the OF VI Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VII Trust Estate shall have been paid in full and the OF VII Documents and liens created thereunder shall have been terminated or released, then the OF VII Trustee shall promptly notify the other parties hereto, and the OF VII Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VIII Trust Estate shall have been paid in full and the OF VIII Documents and liens created thereunder shall have been terminated or released, then the OF VIII Trustee shall promptly notify the other parties hereto, and the OF VIII Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF IX Trust Estate shall have been paid in full and the OF IX Documents and liens created thereunder shall have been terminated or released, then the OF IX Trustee shall promptly notify the other parties hereto, and the OF IX Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF X Trust Estate shall have been paid in full and the OF X Documents and liens created thereunder shall have been terminated or released, then the OF X Trustee shall promptly notify the other parties hereto, and the OF X Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF XII Trust Estate shall have been paid in full and the OF XII Documents and liens created thereunder shall have been terminated or released, then the OF XII Trustee shall promptly notify the other parties hereto, and the OF XII Trustee shall no longer have any rights or obligations hereunder. Except as set forth above in this Section 18, the Collateral Trustee may not terminate its rights and obligations under this Agreement without the prior consent of the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee and the OF XII Trustee (with notice to the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser), provided nothing herein shall prevent any Trustee from resigning or being removed pursuant to the terms of the OF V Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents or the OF XII Documents, as applicable (and any successor thereto shall be entitled to the benefit of, and be bound by this Agreement). Upon receipt of the notices of the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII Trustee pursuant to this Section 18 stating that all obligations secured by the OF V Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate and the OF XII Trust Estate have been paid in full, and the OF V Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents and the OF XII Documents and the respective liens created thereunder have been terminated or released, then (i) the Collateral Trustee shall no longer have any obligations hereunder to the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser or the EF Holdco Purchaser and (ii) Oportun, the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser will negotiate in good faith to provide the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser simultaneously with the termination of such obligations or as soon thereafter as practicable, with control rights and a security interest over the Servicer Account on substantially the same terms as the control rights that were provided to the Trustees, and the security interest that was granted to the Collateral Trustee, under this Agreement. The Initial Servicer may not terminate its rights and obligations under this Agreement except with the written consent of the Trustees, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser and upon 60 days’ prior written notice to the other parties hereto. Any successor Servicer may terminate its rights and obligations under this Agreement in accordance with the terms of the Servicing Documents.

Appears in 2 contracts

Samples: Base Indenture (Oportun Financial Corp), Base Indenture (Oportun Financial Corp)

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Termination; Assignment. In the event that all obligations to the EFCH Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EFCH Purchased Assets have been paid in full or written off as uncollectible, then the EFCH Purchaser shall promptly notify the other parties hereto, and the EFCH Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECO Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all ECO Purchased Assets have been paid in full or written off as uncollectible, then the ECO Purchaser shall promptly notify the other parties hereto, and the ECO Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECL Purchaser of Oportun and the Initial Servicer under the ECL Documents and the EF Holdco Documents have terminated and all ECL Purchased Assets and EF Holdco Purchased Assets have been paid in full or written off as uncollectible, then the ECL Purchaser shall promptly notify the other parties hereto, and the ECL Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB Purchased Assets have been paid in full or written off as uncollectible, then the EPOB Purchaser shall promptly notify the other parties hereto, and the EPOB Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EFCH-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EFCH-GS Purchased Assets have been paid in full or written off as uncollectible, then the EFCH-GS Purchaser shall promptly notify the other parties hereto, and the EFCH-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECO-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all ECO-GS Purchased Assets have been paid in full or written off as uncollectible, then the ECO-GS Purchaser shall promptly notify the other parties hereto, and the ECO-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB-GS Purchased Assets have been paid in full or written off as uncollectible, then the EPOB-GS Purchaser shall promptly notify the other parties hereto, and the EPOB-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB2-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB2-GS Purchased Assets have been paid in full or written off as uncollectible, then the EPOB2-GS Purchaser shall promptly notify the other parties hereto, and the EPOB2-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EF Holdco Purchaser of Oportun and the Initial Servicer under the EF Holdco Documents have terminated and all EF Holdco Purchased Assets have been paid in full or written off as uncollectible, then the EF Holdco Purchaser shall promptly notify the other parties hereto, and the EF Holdco Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF V Trust Estate shall have been paid in full and the OF V Documents and liens created thereunder shall have been terminated or released, then the OF V Trustee shall promptly notify the other parties hereto, and the OF V Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF III Trust Estate shall have been paid in full and the OF III Documents and liens created thereunder shall have been terminated or released, then the OF III Trustee shall promptly notify the other parties hereto, and the OF III Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF IV Trust Estate shall have been paid in full and the OF IV Documents and liens created thereunder shall have been terminated or released, then the OF IV Trustee shall promptly notify the other parties hereto, and the OF IV Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VI Trust Estate shall have been paid in full and the OF VI Documents and liens created thereunder shall have been terminated or released, then the OF VI Trustee shall promptly notify the other parties hereto, and the OF VI Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VII Trust Estate shall have been paid in full and the OF VII Documents and liens created thereunder shall have been terminated or released, then the OF VII Trustee shall promptly notify the other parties hereto, and the OF VII Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VIII Trust Estate shall have been paid in full and the OF VIII Documents and liens created thereunder shall have been terminated or released, then the OF VIII Trustee shall promptly notify the other parties hereto, and the OF VIII Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF IX Trust Estate shall have been paid in full and the OF IX Documents and liens created thereunder shall have been terminated or released, then the OF IX Trustee shall promptly notify the other parties hereto, and the OF IX Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF X Trust Estate shall have been paid in full and the OF X Documents and liens created thereunder shall have been terminated or released, then the OF X Trustee shall promptly notify the other parties hereto, and the OF X Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF XII Trust Estate shall have been paid in full and the OF XII Documents and liens created thereunder shall have been terminated or released, then the OF XII Trustee shall promptly notify the other parties hereto, and the OF XII Trustee shall no longer have any rights or obligations hereunder. Except as set forth above in this Section 18, the Collateral Trustee may not terminate its rights and obligations under this Agreement without the prior consent of the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee and the OF XII VIII Trustee (with notice to the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser), provided nothing herein shall prevent any Trustee from resigning or being removed pursuant to the terms of the OF V Documents, the OF III Documents, the OF IV Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents or the OF XII VIII Documents, as applicable (and any successor thereto shall be entitled to the benefit of, and be bound by this Agreement). Upon receipt of the notices of the OF V Trustee, the OF III Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII VIII Trustee pursuant to this Section 18 stating that all obligations secured by the OF V Trust Estate, the OF III Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate and the OF XII VIII Trust Estate have been paid in full, and the OF V Documents, the OF III Documents, the OF IV Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents and the OF XII VIII Documents and the respective liens created thereunder have been terminated or released, then (i) the Collateral Trustee shall no longer have any obligations hereunder to the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser or the EF Holdco Purchaser and (ii) Oportun, the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser will negotiate in good faith to provide the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser simultaneously with the termination of such obligations or as soon thereafter as practicable, with control rights and a security interest over the Servicer Account on substantially the same terms as the control rights that were provided to the Trustees, and the security interest that was granted to the Collateral Trustee, under this Agreement. The Initial Servicer may not terminate its rights and obligations under this Agreement except with the written consent of the Trustees, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser and upon 60 days’ prior written notice to the other parties hereto. Any successor Servicer may terminate its rights and obligations under this Agreement in accordance with the terms of the Servicing Documents.

Appears in 1 contract

Samples: Base Indenture (Oportun Financial Corp)

Termination; Assignment. In the event that all obligations to secured by the EFCH Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EFCH Purchased ABL Assets shall have been paid in full and liens created with respect thereto shall have been terminated or written off as uncollectiblereleased, then the EFCH Purchaser ABL Agent shall promptly notify the other parties hereto, and the EFCH Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECO Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all ECO Purchased Assets have been paid in full or written off as uncollectible, then the ECO Purchaser shall promptly notify the other parties hereto, and the ECO Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECL Purchaser of Oportun and the Initial Servicer under the ECL Documents and the EF Holdco Documents have terminated and all ECL Purchased Assets and EF Holdco Purchased Assets have been paid in full or written off as uncollectible, then the ECL Purchaser shall promptly notify the other parties hereto, and the ECL Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB Purchased Assets have been paid in full or written off as uncollectible, then the EPOB Purchaser shall promptly notify the other parties hereto, and the EPOB Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EFCH-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EFCH-GS Purchased Assets have been paid in full or written off as uncollectible, then the EFCH-GS Purchaser shall promptly notify the other parties hereto, and the EFCH-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECO-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all ECO-GS Purchased Assets have been paid in full or written off as uncollectible, then the ECO-GS Purchaser shall promptly notify the other parties hereto, and the ECO-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB-GS Purchased Assets have been paid in full or written off as uncollectible, then the EPOB-GS Purchaser shall promptly notify the other parties hereto, and the EPOB-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB2-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB2-GS Purchased Assets have been paid in full or written off as uncollectible, then the EPOB2-GS Purchaser shall promptly notify the other parties hereto, and the EPOB2-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EF Holdco Purchaser of Oportun and the Initial Servicer under the EF Holdco Documents have terminated and all EF Holdco Purchased Assets have been paid in full or written off as uncollectible, then the EF Holdco Purchaser shall promptly notify the other parties hereto, and the EF Holdco Purchaser ABL Agent thereafter shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF V Trust Estate Securitization Assets shall have been paid in full and the OF V Securitization Documents and liens created thereunder shall have been terminated or released, then the OF V Securitization Trustee shall promptly notify the other parties hereto, and the OF V Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VI Trust Estate shall have been paid in full and the OF VI Documents and liens created thereunder shall have been terminated or released, then the OF VI Trustee shall promptly notify the other parties hereto, and the OF VI Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VII Trust Estate shall have been paid in full and the OF VII Documents and liens created thereunder shall have been terminated or released, then the OF VII Trustee shall promptly notify the other parties hereto, and the OF VII Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VIII Trust Estate shall have been paid in full and the OF VIII Documents and liens created thereunder shall have been terminated or released, then the OF VIII Trustee shall promptly notify the other parties hereto, and the OF VIII Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF IX Trust Estate shall have been paid in full and the OF IX Documents and liens created thereunder shall have been terminated or released, then the OF IX Trustee shall promptly notify the other parties hereto, and the OF IX Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF X Trust Estate shall have been paid in full and the OF X Documents and liens created thereunder shall have been terminated or released, then the OF X Trustee shall promptly notify the other parties hereto, and the OF X Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF XII Trust Estate shall have been paid in full and the OF XII Documents and liens created thereunder shall have been terminated or released, then the OF XII Trustee shall promptly notify the other parties hereto, and the OF XII Securitization Trustee shall no longer have any rights or obligations hereunder. Except as set forth above in this Section 18, the ABL Agent, the Lenders and the Collateral Trustee Agent may not terminate its rights and obligations under this Agreement without the prior consent of the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Securitization Trustee and the OF XII Securitization Trustee (with notice to may not terminate its rights and obligations under this Agreement without the EFCH Purchaser, prior written consent of the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser)ABL Agent, provided nothing herein shall prevent any the Securitization Trustee from resigning or being removed pursuant to the terms of the OF V Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Securitization Documents or the OF XII Documents, as applicable (and any successor thereto shall be entitled to the benefit of, and be bound by this Agreement). Upon receipt of the notices of the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII Trustee pursuant to this Section 18 stating that all obligations secured by the OF V Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate and the OF XII Trust Estate have been paid in full, and the OF V Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents and the OF XII Documents and the respective liens created thereunder have been terminated or released, then (i) the Collateral Trustee shall no longer have any obligations hereunder to the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser or the EF Holdco Purchaser and (ii) Oportun, the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser will negotiate in good faith to provide the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser simultaneously with the termination of such obligations or as soon thereafter as practicable, with control rights and a security interest over the Servicer Account on substantially the same terms as the control rights that were provided to the Trustees, and the security interest that was granted to the Collateral Trustee, under this Agreement. The Initial Servicer and the Borrowers may not terminate its rights and obligations under this Agreement except with the written consent of the Trustees, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser ABL Agent and the EF Holdco Purchaser Securitization Trustee and upon 60 days' prior written notice to the other parties hereto. Any successor Servicer may terminate its rights and obligations under this Agreement in accordance with the terms of the Servicing Securitization Documents. The Collateral Agent and the ABL Agent shall not assign their rights and obligations under this Agreement to any Person without the written consent of the Securitization Trustee.

Appears in 1 contract

Samples: Intercreditor Agreement (Conns Inc)

Termination; Assignment. In the event that all obligations to the EFCH Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EFCH Purchased Assets have been paid in full or written off as uncollectible, then the EFCH Purchaser shall promptly notify the other parties hereto, and the EFCH Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECO Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all ECO Purchased Assets have been paid in full or written off as uncollectible, then the ECO Purchaser shall promptly notify the other parties hereto, and the ECO Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECL Purchaser of Oportun and the Initial Servicer under the ECL Documents and the EF Holdco Documents have terminated and all ECL Purchased Assets and EF Holdco Purchased Assets have been paid in full or written off as uncollectible, then the ECL Purchaser shall promptly notify the other parties hereto, and the ECL Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB Purchased Assets have been paid in full or written off as uncollectible, then the EPOB Purchaser shall promptly notify the other parties hereto, and the EPOB Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EFCH-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EFCH-GS Purchased Assets have been paid in full or written off as uncollectible, then the EFCH-GS Purchaser shall promptly notify the other parties hereto, and the EFCH-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECO-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all ECO-GS Purchased Assets have been paid in full or written off as uncollectible, then the ECO-GS Purchaser shall promptly notify the other parties hereto, and the ECO-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB-GS Purchased Assets have been paid in full or written off as uncollectible, then the EPOB-GS Purchaser shall promptly notify the other parties hereto, and the EPOB-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to secured by the EPOB2-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB2-GS Purchased Assets OF I Trust Estate shall have been paid in full and the OF I Documents and liens created thereunder shall have been terminated or written off as uncollectiblereleased, then the EPOB2-GS Purchaser OF I Trustee shall promptly notify the other parties hereto, and the EPOB2-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EF Holdco Purchaser of Oportun and the Initial Servicer under the EF Holdco Documents have terminated and all EF Holdco Purchased Assets have been paid in full or written off as uncollectible, then the EF Holdco Purchaser shall promptly notify the other parties hereto, and the EF Holdco Purchaser OF I Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF V Trust Estate shall have been paid in full and the OF V Documents and liens created thereunder shall have been terminated or released, then the OF V Trustee shall promptly notify the other parties hereto, and the OF V Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF II Trust Estate shall have been paid in full and the OF II Documents and liens created thereunder shall have been terminated or released, then the OF II Trustee shall promptly notify the other parties hereto, and the OF II Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF III Trust Estate shall have been paid in full and the OF III Documents and liens created thereunder shall have been terminated or released, then the OF III Trustee shall promptly notify the other parties hereto, and the OF III Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF IV Trust Estate shall have been paid in full and the OF IV Documents and liens created thereunder shall have been terminated or released, then the OF IV Trustee shall promptly notify the other parties hereto, and the OF IV Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VI Trust Estate shall have been paid in full and the OF VI Documents and liens created thereunder shall have been terminated or released, then the OF VI Trustee shall promptly notify the other parties hereto, and the OF VI Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VII Trust Estate shall have been paid in full and the OF VII Documents and liens created thereunder shall have been terminated or released, then the OF VII Trustee shall promptly notify the other parties hereto, and the OF VII Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VIII Trust Estate shall have been paid in full and the OF VIII Documents and liens created thereunder shall have been terminated or released, then the OF VIII Trustee shall promptly notify the other parties hereto, and the OF VIII Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF IX Trust Estate shall have been paid in full and the OF IX Documents and liens created thereunder shall have been terminated or released, then the OF IX Trustee shall promptly notify the other parties hereto, and the OF IX Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF X Trust Estate shall have been paid in full and the OF X Documents and liens created thereunder shall have been terminated or released, then the OF X Trustee shall promptly notify the other parties hereto, and the OF X Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF XII Trust Estate shall have been paid in full and the OF XII Documents and liens created thereunder shall have been terminated or released, then the OF XII Trustee shall promptly notify the other parties hereto, and the OF XII Trustee shall no longer have any rights or obligations hereunder. Except as set forth above in this Section 18, the Collateral Trustee may not terminate its rights and obligations under this Agreement without the prior consent of the OF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X IV Trustee and the OF XII VI Trustee (with notice to the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, Purchaser and the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser), provided nothing herein shall prevent any Trustee from resigning or being removed pursuant to the terms of the OF I Documents, the OF V Documents, the OF VI II Documents, the OF VII III Documents, the OF VIII Documents, the OF IX Documents, the OF X IV Documents or the OF XII VI Documents, as applicable (and any successor thereto shall be entitled to the benefit of, and be bound by this Agreement). Upon receipt of the notices of the OF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X IV Trustee or the OF XII VI Trustee pursuant to this Section 18 stating that all obligations secured by the OF I Trust Estate, the OF V Trust Estate, the OF II Trust Estate, the OF III Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate and the OF XII Trust Estate have been paid in fullfull and the OF I Documents, and the OF V Documents, the OF VI II Documents, the OF VII III Documents, the OF VIII Documents, the OF IX Documents, the OF X IV Documents and the OF XII VI Documents and the respective liens created thereunder have been terminated or released, then (i) the Collateral Trustee shall no longer have any obligations hereunder to the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, Purchaser or the EPOB-GS Purchaser, the EPOB2-GS Purchaser or the EF Holdco Purchaser and (ii) Oportun, the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, Purchaser and the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser will negotiate in good faith to provide the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, Purchaser and the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser simultaneously with the termination of such obligations or as soon thereafter as practicable, with control rights and a security interest over the Servicer Account on substantially the same terms as the control rights that were provided to the Trustees, and the security interest that was granted to the Collateral Trustee, under this Agreement. The Initial Servicer may not terminate its rights and obligations under this Agreement except with the written consent of the Trustees, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, Purchaser and the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser and upon 60 days’ prior written notice to the other parties hereto. Any successor Servicer may terminate its rights and obligations under this Agreement in accordance with the terms of the Servicing Documents.

Appears in 1 contract

Samples: Base Indenture (Oportun Financial Corp)

Termination; Assignment. In the event that all obligations to the EFCH Purchaser of Oportun and the Initial Servicer under the ECL EFCH Documents have terminated and all EFCH Purchased Assets have been paid in full or written off as uncollectible, then the EFCH Purchaser shall promptly notify the other parties hereto, and the EFCH Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECO Purchaser of Oportun and the Initial Servicer under the ECL ECO Documents have terminated and all ECO Purchased Assets have been paid in full or written off as uncollectible, then the ECO Purchaser shall promptly notify the other parties hereto, and the ECO Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECL Purchaser of Oportun and the Initial Servicer under the ECL Documents and the EF Holdco Documents have terminated and all ECL Purchased Assets and EF Holdco Purchased Assets have been paid in full or written off as uncollectible, then the ECL Purchaser shall promptly notify the other parties hereto, and the ECL Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB Purchased Assets have been paid in full or written off as uncollectible, then the EPOB Purchaser shall promptly notify the other parties hereto, and the EPOB Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to secured by the EFCH-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EFCH-GS Purchased Assets PRF III Trust Estate shall have been paid in full and the PRF III Documents and liens created thereunder shall have been terminated or written off as uncollectiblereleased, then the EFCH-GS Purchaser PRF III Trustee shall promptly notify the other parties hereto, and the EFCH-GS Purchaser PRF III Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations to secured by the ECO-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all ECO-GS Purchased Assets OF I Trust Estate shall have been paid in full and the OF I Documents and liens created thereunder shall have been terminated or written off as uncollectiblereleased, then the ECO-GS Purchaser OF I Trustee shall promptly notify the other parties hereto, and the ECO-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB-GS Purchased Assets have been paid in full or written off as uncollectible, then the EPOB-GS Purchaser shall promptly notify the other parties hereto, and the EPOB-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB2-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB2-GS Purchased Assets have been paid in full or written off as uncollectible, then the EPOB2-GS Purchaser shall promptly notify the other parties hereto, and the EPOB2-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EF Holdco Purchaser of Oportun and the Initial Servicer under the EF Holdco Documents have terminated and all EF Holdco Purchased Assets have been paid in full or written off as uncollectible, then the EF Holdco Purchaser shall promptly notify the other parties hereto, and the EF Holdco Purchaser OF I Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF V Trust Estate shall have been paid in full and the OF V Documents and liens created thereunder shall have been terminated or released, then the OF V Trustee shall promptly notify the other parties hereto, and the OF V Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VI II Trust Estate shall have been paid in full and the OF VI II Documents and liens created thereunder shall have been terminated or released, then the OF VI II Trustee shall promptly notify the other parties hereto, and the OF VI II Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VII III Trust Estate shall have been paid in full and the OF VII III Documents and liens created thereunder shall have been terminated or released, then the OF VII III Trustee shall promptly notify the other parties hereto, and the OF VII III Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VIII IV Trust Estate shall have been paid in full and the OF VIII IV Documents and liens created thereunder shall have been terminated or released, then the OF VIII IV Trustee shall promptly notify the other parties hereto, and the OF VIII Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF IX Trust Estate shall have been paid in full and the OF IX Documents and liens created thereunder shall have been terminated or released, then the OF IX Trustee shall promptly notify the other parties hereto, and the OF IX Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF X Trust Estate shall have been paid in full and the OF X Documents and liens created thereunder shall have been terminated or released, then the OF X Trustee shall promptly notify the other parties hereto, and the OF X Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF XII Trust Estate shall have been paid in full and the OF XII Documents and liens created thereunder shall have been terminated or released, then the OF XII Trustee shall promptly notify the other parties hereto, and the OF XII IV Trustee shall no longer have any rights or obligations hereunder. Except as set forth above in this Section 18, the Collateral Trustee may not terminate its rights and obligations under this Agreement without the prior consent of the PRF III Trustee, the OF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X III Trustee and the OF XII IV Trustee (with notice to the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco EPOB Purchaser), provided nothing herein shall prevent any Trustee from resigning or being removed pursuant to the terms of the PRF III Documents, the OF I Documents, the OF V Documents, the OF VI II Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X III Documents or the OF XII IV Documents, as applicable (and any successor thereto shall be entitled to the benefit of, and be bound by this Agreement). Upon receipt of the notices of the PRF III Trustee, the OF I Trustee, the OF V Trustee, the OF VI II Trustee, the OF VII Trustee, III Trustee and the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII IV Trustee pursuant to this Section 18 stating that all obligations secured by the PRF III Trust Estate, the OF I Trust Estate, the OF V Trust Estate, the OF VI II Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X III Trust Estate and the OF XII IV Trust Estate have been paid in fullfull and the PRF III Documents, and the OF I Documents, the OF V Documents, the OF VI II Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X III Documents and the OF XII IV Documents and the respective liens created thereunder have been terminated or released, then (i) the Collateral Trustee shall no longer have any obligations hereunder to the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser or the EF Holdco EPOB Purchaser and (ii) Oportun, the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco EPOB Purchaser will negotiate in good faith to provide the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco EPOB Purchaser simultaneously with the termination of such obligations or as soon thereafter as practicable, with control rights and a security interest over the Servicer Account on substantially the same terms as the control rights that were provided to the Trustees, and the security interest that was granted to the Collateral Trustee, under this Agreement. The Initial Servicer may not terminate its rights and obligations under this Agreement except with the written consent of the Trustees, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco EPOB Purchaser and upon 60 days’ prior written notice to the other parties hereto. Any successor Servicer may terminate its rights and obligations under this Agreement in accordance with the terms of the Servicing Documents.

Appears in 1 contract

Samples: Base Indenture (Oportun Financial Corp)

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Termination; Assignment. In the event that all obligations to the EFCH Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EFCH Purchased Assets have been paid in full or written off as uncollectible, then the EFCH Purchaser shall promptly notify the other parties hereto, and the EFCH Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECO Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all ECO Purchased Assets have been paid in full or written off as uncollectible, then the ECO Purchaser shall promptly notify the other parties hereto, and the ECO Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECL Purchaser of Oportun and the Initial Servicer under the ECL Documents and the EF Holdco Documents have terminated and all ECL Purchased Assets and EF Holdco Purchased Assets have been paid in full or written off as uncollectible, then the ECL Purchaser shall promptly notify the other parties hereto, and the ECL Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB Purchased Assets have been paid in full or written off as uncollectible, then the EPOB Purchaser shall promptly notify the other parties hereto, and the EPOB Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EFCH-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EFCH-GS Purchased Assets have been paid in full or written off as uncollectible, then the EFCH-GS Purchaser shall promptly notify the other parties hereto, and the EFCH-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECO-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all ECO-GS Purchased Assets have been paid in full or written off as uncollectible, then the ECO-GS Purchaser shall promptly notify the other parties hereto, and the ECO-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB-GS Purchased Assets have been paid in full or written off as uncollectible, then the EPOB-GS Purchaser shall promptly notify the other parties hereto, and the EPOB-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB2-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB2-GS Purchased Assets have been paid in full or written off as uncollectible, then the EPOB2-GS Purchaser shall promptly notify the other parties hereto, and the EPOB2-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EF Holdco Purchaser of Oportun and the Initial Servicer under the EF Holdco Documents have terminated and all EF Holdco Purchased Assets have been paid in full or written off as uncollectible, then the EF Holdco Purchaser shall promptly notify the other parties hereto, and the EF Holdco Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF V Trust Estate shall have been paid in full and the OF V Documents and liens created thereunder shall have been terminated or released, then the OF V Trustee shall promptly notify the other parties hereto, and the OF V Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF II Trust Estate shall have been paid in full and the OF II Documents and liens created thereunder shall have been terminated or released, then the OF II Trustee shall promptly notify the other parties hereto, and the OF II Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF III Trust Estate shall have been paid in full and the OF III Documents and liens created thereunder shall have been terminated or released, then the OF III Trustee shall promptly notify the other parties hereto, and the OF III Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF IV Trust Estate shall have been paid in full and the OF IV Documents and liens created thereunder shall have been terminated or released, then the OF IV Trustee shall promptly notify the other parties hereto, and the OF IV Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VI Trust Estate shall have been paid in full and the OF VI Documents and liens created thereunder shall have been terminated or released, then the OF VI Trustee shall promptly notify the other parties hereto, and the OF VI Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VII Trust Estate shall have been paid in full and the OF VII Documents and liens created thereunder shall have been terminated or released, then the OF VII Trustee shall promptly notify the other parties hereto, and the OF VII Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VIII Trust Estate shall have been paid in full and the OF VIII Documents and liens created thereunder shall have been terminated or released, then the OF VIII Trustee shall promptly notify the other parties hereto, and the OF VIII Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF IX Trust Estate shall have been paid in full and the OF IX Documents and liens created thereunder shall have been terminated or released, then the OF IX Trustee shall promptly notify the other parties hereto, and the OF IX Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF X Trust Estate shall have been paid in full and the OF X Documents and liens created thereunder shall have been terminated or released, then the OF X Trustee shall promptly notify the other parties hereto, and the OF X Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF XII Trust Estate shall have been paid in full and the OF XII Documents and liens created thereunder shall have been terminated or released, then the OF XII Trustee shall promptly notify the other parties hereto, and the OF XII Trustee shall no longer have any rights or obligations hereunder. Except as set forth above in this Section 18, the Collateral Trustee may not terminate its rights and obligations under this Agreement without the prior consent of the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X VI Trustee and the OF XII VII Trustee (with notice to the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser), provided nothing herein shall prevent any Trustee from resigning or being removed pursuant to the terms of the OF V Documents, the OF VI II Documents, the OF VII III Documents, the OF VIII IV Documents, the OF IX Documents, the OF X VI Documents or the OF XII VII Documents, as applicable (and any successor thereto shall be entitled to the benefit of, and be bound by this Agreement). Upon receipt of the notices of the OF V Trustee, the OF VI II Trustee, the OF VII III Trustee, the OF VIII IV Trustee, the OF IX Trustee, the OF X VI Trustee or the OF XII VII Trustee pursuant to this Section 18 stating that all obligations secured by the OF V Trust Estate, the OF VI II Trust Estate, the OF VII III Trust Estate, the OF VIII IV Trust Estate, the OF IX Trust Estate, the OF X VI Trust Estate and the OF XII VII Trust Estate have been paid in full, and the OF V Documents, the OF VI II Documents, the OF VII III Documents, the OF VIII IV Documents, the OF IX Documents, the OF X VI Documents and the OF XII VII Documents and the respective liens created thereunder have been terminated or released, then (i) the Collateral Trustee shall no longer have any obligations hereunder to the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser or the EF Holdco Purchaser and (ii) Oportun, the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser will negotiate in good faith to provide the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser simultaneously with the termination of such obligations or as soon thereafter as practicable, with control rights and a security interest over the Servicer Account on substantially the same terms as the control rights that were provided to the Trustees, and the security interest that was granted to the Collateral Trustee, under this Agreement. The Initial Servicer may not terminate its rights and obligations under this Agreement except with the written consent of the Trustees, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser and upon 60 days’ prior written notice to the other parties hereto. Any successor Servicer may terminate its rights and obligations under this Agreement in accordance with the terms of the Servicing Documents.

Appears in 1 contract

Samples: Base Indenture (Oportun Financial Corp)

Termination; Assignment. In the event that all obligations to the EFCH Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EFCH Purchased Assets have been paid in full or written off as uncollectible, then the EFCH Purchaser shall promptly notify the other parties hereto, and the EFCH Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECO Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all ECO Purchased Assets have been paid in full or written off as uncollectible, then the ECO Purchaser shall promptly notify the other parties hereto, and the ECO Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECL Purchaser of Oportun and the Initial Servicer under the ECL Documents and the EF Holdco Documents have terminated and all ECL Purchased Assets and EF Holdco Purchased Assets have been paid in full or written off as uncollectible, then the ECL Purchaser shall promptly notify the other parties hereto, and the ECL Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB Purchased Assets have been paid in full or written off as uncollectible, then the EPOB Purchaser shall promptly notify the other parties hereto, and the EPOB Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EFCH-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EFCH-GS Purchased Assets have been paid in full or written off as uncollectible, then the EFCH-GS Purchaser shall promptly notify the other parties hereto, and the EFCH-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the ECO-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all ECO-GS Purchased Assets have been paid in full or written off as uncollectible, then the ECO-GS Purchaser shall promptly notify the other parties hereto, and the ECO-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB-GS Purchased Assets have been paid in full or written off as uncollectible, then the EPOB-GS Purchaser shall promptly notify the other parties hereto, and the EPOB-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EPOB2-GS Purchaser of Oportun and the Initial Servicer under the ECL Documents have terminated and all EPOB2-GS Purchased Assets have been paid in full or written off as uncollectible, then the EPOB2-GS Purchaser shall promptly notify the other parties hereto, and the EPOB2-GS Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations to the EF Holdco Purchaser of Oportun and the Initial Servicer under the EF Holdco Documents have terminated and all EF Holdco Purchased Assets have been paid in full or written off as uncollectible, then the EF Holdco Purchaser shall promptly notify the other parties hereto, and the EF Holdco Purchaser shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF V Trust Estate shall have been paid in full and the OF V Documents and liens created thereunder shall have been terminated or released, then the OF V Trustee shall promptly notify the other parties hereto, and the OF V Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF IV Trust Estate shall have been paid in full and the OF IV Documents and liens created thereunder shall have been terminated or released, then the OF IV Trustee shall promptly notify the other parties hereto, and the OF IV Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VI Trust Estate shall have been paid in full and the OF VI Documents and liens created thereunder shall have been terminated or released, then the OF VI Trustee shall promptly notify the other parties hereto, and the OF VI Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VII Trust Estate shall have been paid in full and the OF VII Documents and liens created thereunder shall have been terminated or released, then the OF VII Trustee shall promptly notify the other parties hereto, and the OF VII Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF VIII Trust Estate shall have been paid in full and the OF VIII Documents and liens created thereunder shall have been terminated or released, then the OF VIII Trustee shall promptly notify the other parties hereto, and the OF VIII Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF IX Trust Estate shall have been paid in full and the OF IX Documents and liens created thereunder shall have been terminated or released, then the OF IX Trustee shall promptly notify the other parties hereto, and the OF IX Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF X Trust Estate shall have been paid in full and the OF X Documents and liens created thereunder shall have been terminated or released, then the OF X Trustee shall promptly notify the other parties hereto, and the OF X Trustee shall no longer have any rights or obligations hereunder. In the event that all obligations secured by the OF XII Trust Estate shall have been paid in full and the OF XII Documents and liens created thereunder shall have been terminated or released, then the OF XII Trustee shall promptly notify the other parties hereto, and the OF XII Trustee shall no longer have any rights or obligations hereunder. Except as set forth above in this Section 18, the Collateral Trustee may not terminate its rights and obligations under this Agreement without the prior consent of the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee and the OF XII X Trustee (with notice to the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser), provided nothing herein shall prevent any Trustee from resigning or being removed pursuant to the terms of the OF V Documents, the OF IV Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents or the OF XII X Documents, as applicable (and any successor thereto shall be entitled to the benefit of, and be bound by this Agreement). Upon receipt of the notices of the OF V Trustee, the OF IV Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee, the OF X Trustee or the OF XII X Trustee pursuant to this Section 18 stating that all obligations secured by the OF V Trust Estate, the OF IV Trust Estate, the OF VI Trust Estate, the OF VII Trust Estate, the OF VIII Trust Estate, the OF IX Trust Estate, the OF X Trust Estate and the OF XII X Trust Estate have been paid in full, and the OF V Documents, the OF IV Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents and the OF XII X Documents and the respective liens created thereunder have been terminated or released, then (i) the Collateral Trustee shall no longer have any obligations hereunder to the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser or the EF Holdco Purchaser and (ii) Oportun, the Servicer, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser will negotiate in good faith to provide the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser simultaneously with the termination of such obligations or as soon thereafter as practicable, with control rights and a security interest over the Servicer Account on substantially the same terms as the control rights that were provided to the Trustees, and the security interest that was granted to the Collateral Trustee, under this Agreement. The Initial Servicer may not terminate its rights and obligations under this Agreement except with the written consent of the Trustees, the EFCH Purchaser, the ECO Purchaser, the ECL Purchaser, the EPOB Purchaser, the EFCH-GS Purchaser, the ECO-GS Purchaser, the EPOB-GS Purchaser, the EPOB2-GS Purchaser and the EF Holdco Purchaser and upon 60 days’ prior written notice to the other parties hereto. Any successor Servicer may terminate its rights and obligations under this Agreement in accordance with the terms of the Servicing Documents.

Appears in 1 contract

Samples: Base Indenture (Oportun Financial Corp)

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