Servicer Termination Events Clause Samples
Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”:
(a) Any failure by the Servicer to deposit into any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer;
(b) Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes;
(c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or
(d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.
Servicer Termination Events. Servicer Termination Events; Master Servicer and Special Servicer Termination 354 Section 7.02 Trustee to Act; Appointment of Successor 363 Section 7.03 Notification to Certificateholders 365
Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”:
(a) any failure by the Servicer to deposit into the Collection Account any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of five Business Days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer;
(b) failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Noteholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Notes; or
(c) the occurrence of an Insolvency Event with respect to the Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of 45 days or under clause (b) for a period of 90 days, will not constitute a Servicer Termination Event if that failure or delay was caused by Force Majeure or other similar occurrence.
Servicer Termination Events. The following events will each be a “Servicer Termination Event”:
Servicer Termination Events. (a) Servicer’s right to service pursuant to each Servicing Agreement shall terminate upon the occurrence of any of the following (each a “Servicer Termination Event”):
(i) An Event of Default;
(ii) This Servicer Notice is deemed unenforceable;
(iii) Servicer materially breaches or fails to comply with (A) the Servicing Agreement and such breach or failure continues uncured or unremedied for a period of thirty (30) calendar days or Servicer fails to diligently pursue a cure or remedy (without regard to any other cure periods) or (B) this Servicer Notice (relating to the deposit or transfer of funds) and such breach or failure continues uncured or unremedied for a period of two (2) Business Days (without regard to any other cure periods), in each case, after a Responsible Officer of a Seller Party or Servicer first learns of it;
(iv) Servicer is unable to comply with the eligibility requirements, or ceases to be an approved servicer, of, in each case, GNMA, HUD or VA;
(v) Servicer fails to make any required servicing advance, to the extent that such failure would be reasonably likely to impair FHA Mortgage Insurance coverage or VA Loan Guaranty Agreement coverage, with respect to the principal portion of any Mortgage Loan or would be reasonably likely to give rise to a liability to HUD, FHA or VA, as determined by Administrative Agent in its good faith discretion;
(vi) Servicer fails to make a required deposit to the Inbound Account (i) which is not cured within one (1) Business Day of Seller Party’s knowledge of such failure, or (ii) to the extent such failure or failures occur on multiple occasions (regardless of any subsequent cure);
(vii) Servicer provides a notice of its intent to resign as Servicer of the Mortgage Loans and REO Property and a new Servicer reasonably acceptable to Administrative Agent is not promptly appointed;
(viii) Servicer is subject to FHA, HUD or VA fees or penalties which have not been paid or is subject to a set-off by any of FHA, HUD or VA which (A) is reasonably likely to result in a Servicer Material Adverse Effect or (B) failure or failures occur on a persistent and material basis after notice or knowledge thereof (regardless of any subsequent cure); or
(ix) There shall occur a Servicer Material Adverse Effect, in the determination of Administrative Agent.
(b) Upon the occurrence of a Servicer Termination Event at the Request of Administrative Agent, Servicer shall transfer the servicing to a successor servicer in accordance...
Servicer Termination Events. Section 7.01 Servicer Termination Events; Master Servicer and Special Servicer Termination 374 Section 7.02 Trustee to Act; Appointment of Successor 383 Section 7.03 Notification to Certificateholders 385 Section 7.04 Waiver of Servicer Termination Events 386 Section 7.05 Trustee as Maker of Advances 386 Section 8.01 Duties of the Trustee and the Certificate Administrator 387 Section 8.02 Certain Matters Affecting the Trustee and the Certificate Administrator 388 Section 8.03 Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans 390 Section 8.04 Trustee or Certificate Administrator May Own Certificates 391 Section 8.05 Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator 391 Section 8.06 Eligibility Requirements for Trustee and Certificate Administrator 392 Section 8.07 Resignation and Removal of the Trustee and Certificate Administrator 393 Section 8.08 Successor Trustee or Certificate Administrator 396 Section 8.09 Merger or Consolidation of Trustee or Certificate Administrator 397 Section 8.10 Appointment of Co-Trustee or Separate Trustee 397 Section 8.11 Appointment of Custodians 398 Section 8.12 Representations and Warranties of the Trustee 398 Section 8.13 Provision of Information to Certificate Administrator, Master Servicer and Special Servicer 400 Section 8.14 Representations and Warranties of the Certificate Administrator 400 Section 8.15 Compliance with the PATRIOT Act 401 Section 9.01 Termination upon Repurchase or Liquidation of All Mortgage Loans 402 Section 9.02 Additional Termination Requirements 405 Section 10.01 REMIC Administration 406
Section 10.02 Use of Agents 410 Section 10.03 Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator 410 Section 10.04 Appointment of REMIC Administrators 410 Section 11.01 Intent of the Parties; Reasonableness 411 Section 11.02 Succession; Subcontractors 412 Section 11.03 Filing Obligations 414 Section 11.04 Form 10-D and Form ABS-EE Filings 416 Section 11.05 Form 10-K Filings 420 Section 11.06 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification 423 Section 11.07 Form 8-K Filings 424 Section 11.08 Form 15 Filing 427 Section 11.09 Annual Compliance Statements 427 Section 11.10 Annual Reports on Assessment of Compliance with Servicing Criteria 429 Section 11.11 Annual Independent Public Accountants’ Attestation Report 431 Section 11.12 Indemnification 432 Section 11.13 Amend...
Servicer Termination Events. 34 SECTION 8.1. Servicer Termination Event......................................34 SECTION 8.2. Appointment of Successor........................................35 SECTION 8.3. Payment of Servicing Fee........................................36 SECTION 8.4. Notification to Noteholders and Certificateholders..............37 SECTION 8.5. Waiver of Past Defaults.........................................37 ARTICLE IX. TERMINATION......................................................37 SECTION 9.1. Optional Purchase of All Receivables; Termination Notice........37
Servicer Termination Events. Section 8.1.
Servicer Termination Events. (a) If any one of the following events (a “Servicer Termination Event”) shall occur and be continuing on any day:
(i) any failure by the Servicer to make any payment, transfer or deposit as required by this Agreement and such failure shall continue for two (2) Business Days;
(ii) any failure by the Servicer to give instructions or notice to the Borrower, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms of this Agreement;
(iii) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Transaction Document to which it is a party as Servicer that continues unremedied for a period of fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (ii) the date on which the Servicer becomes or reasonably should have become aware thereof;
(iv) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been false or incorrect in any material respect when made and such failure, if susceptible to a cure, shall continue unremedied for a period of fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (ii) the date on which the Servicer becomes or reasonably should have become aware thereof;
(v) the Servicer shall fail to service the Transferred Loans in accordance with the Credit and Collection Policy;
(vi) an Insolvency Event shall occur with respect to the Servicer;
(vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent of the Required Lenders;
(viii) any financial or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or suc...
Servicer Termination Events. 53 SECTION 9.2. Appointment of Successor.................................... 56 SECTION 9.3. Notification to Noteholders and the Class C Certificateholder........................................ 58 SECTION 9.4. Action Upon Certain Failures of the Servicer................ 58