Common use of Termination by Notification Clause in Contracts

Termination by Notification. This Agreement may be terminated by the Lenders or Servicer upon 30 days’ prior written notice subject to the following: (a) The terminating party shall give the non-terminating party (which in the case of a termination by the Servicer shall include each of the Lenders) written notice of the termination of this Agreement pursuant to this Section 9.1 (a “Termination Notice”) which termination shall be effective 30 days following the date of the Termination Notice or any later date provided for in the Termination Notice (the “Termination Date”); (b) No Termination Notice delivered by the Lenders shall be effective unless such Termination Notice is executed by Lender’s representing at least a Lender Majority; (c) Upon termination by Lenders or Servicer pursuant to Subsection (a), above, Lenders shall be required to pay to Servicer an amount equal to the sum of (i) any and all Servicing Fees accrued but unpaid as of the Termination Date; plus (ii) any Management Fees accrued but unpaid as of the Termination Date; plus (iii) any Protective Advances and any other sums advanced by Servicer on behalf of the Lenders, plus interest thereon at the Delinquent Rate though the Termination Date; (d) Following the delivery of a Termination Notice by Servicer or a Lender Majority, Servicer shall take no further actions in connection with the Loan except as directed, in writing, by a Lender Majority; and (e) Following the delivery or receipt of a Termination Notice by the Lenders, the Lenders shall have the sole responsibility to identify and retain a substitute loan servicer or other agent to act for the Lenders in connection with the Loan (a “Replacement Agent”) and to notify the Servicer of the retention of such Replacement Agent on or before the Termination Date. If a Lender Majority fails to notify Servicer of the appointment of a Replacement Agent by the Termination Date, then Servicer shall be authorized to: (i) distribute any undisbursed funds held for the benefit of the Lenders (less any amounts payable to the Servicer in accordance with subsection (c), above) to the Lenders in accordance with their Fractional Interests or as otherwise required in this Agreement; and (ii) deliver all Loan files in Servicer’s possession to the Lender holding the greatest percentage Fractional Interest in the Loan or any other party identified by a Lender Majority on or prior to the Termination Date.