Determination of the Terminating Entity Sample Clauses

Determination of the Terminating Entity. (a) If any Servicer intends to be the Terminating Entity, such party must give written notice to the Trust Administrator no later than twenty (20) days prior to the first day of the Optional Termination Notice Period. Such notice shall also indicate the Loan Groups of the Mortgage Loans to be repurchased. Upon receiving such notice, the Trust Administrator shall immediately request from DLJMC and DLJMC shall deliver no later than seventeen (17) days prior to the first day of the Optional Termination Notice Period a letter indicating whether or not DLJMC retains the servicing rights to any Mortgage Loan in any of the related Loan Groups. (b) With respect to the purchase of the Mortgage Loans, the Trust Administrator shall determine the “Terminating Entity” as follows: (i) DLJMC, if it is the owner of the servicing rights with respect to any Mortgage Loan on the Optional Termination Date; (ii) SPS, if (a) DLJMC is not the owner of the servicing rights with respect to any Mortgage Loan on the Optional Termination Date and (b) SPS is a Servicer with respect to any Mortgage Loan on the Optional Termination Date and SPS has given notice to the Trust Administrator pursuant to Section 11.02(a) above; (iii) the Majority Servicer on the Optional Termination Date, if (a) DLJMC is not the owner of the servicing rights with respect to any Mortgage Loan on the Optional Termination Date and (b) SPS has not given notice to the Trust Administrator pursuant to Section 11.02(a) above. (c) No later than fifteen (15) days prior to the first day of the Optional Termination Notice Period, the Trust Administrator shall provide notice to each Servicer that is a servicer of any of the Mortgage Loans of the occurrence of the Optional Notice Period and the identity of those parties who may be entitled to be the Terminating Entity.
Sample 1Sample 2Sample 3See All (62)
AutoNDA by SimpleDocs
Determination of the Terminating Entity. (a) The Trustee shall determine the “Terminating Entity” as follows: (i) the Holder of the largest Percentage Interest of Class X-1 Certificates, unless (1) the Holder of the largest Percentage Interest of Class X-1 Certificates is the Depositor or an Affiliate of the Depositor and (2) DLJMC is not the owner of the servicing rights with respect to any Mortgage Loan on the Optional Termination Date; (ii) the Holder of the next largest Percentage Interest of Class X-1 Certificates, if (1) the Holder of the largest Percentage Interest of Class X-1 Certificates is the Depositor or an Affiliate of the Depositor and (2) DLJMC is not the owner of the servicing rights with respect to any Mortgage Loan on the Optional Termination Date; (iii) the Majority Servicer on the Optional Termination Date, if (1) the Depositor or an Affiliate of the Depositor is the Holder of 100% of the Class X-1 Certificates and (2) DLJMC is not the owner of the servicing rights with respect to any Mortgage Loan on the Optional Termination Date; provided, however that if the Majority Servicer does not exercise its option to purchase the Mortgage Loans, all real property acquired in respect of the Mortgage Loans remaining in the Trust, and any remaining trust assets, each other Servicer, in sequential order from the Servicer servicing the second largest percentage, the third largest percentage, and so forth, to the Servicer servicing the smallest percentage, in each case by outstanding principal balance of the Mortgage Loans on such Optional Termination Date, shall be the Terminating Entity; provided, that, if a Holder of Class X-1 Certificates is eligible to be the Terminating Entity on any Optional Termination Date and does not exercise its right to purchase all of the Mortgage Loans from the Trust, the option to purchase the Mortgage Loans on such Optional Termination Date shall not be exercised. (b) If the Terminating Entity, as set forth in Section 9.04(a) above, elects to direct the Majority Servicer to purchase all Mortgage Loans and all property acquired in respect of any remaining Mortgage Loan, on behalf of the Terminating Entity, such party must give written notice to the Trustee no later than twenty (20) days prior to the first day of the Optional Termination Notice Period. Upon receiving such notice, the Trustee shall immediately request from DLJMC and DLJMC shall deliver no later than seventeen (17) days prior to the first day of the Optional Termination Notice Period a letter...
Sample 1Sample 2See All (6)
Determination of the Terminating Entity. (a) If any Servicer intends to be the Terminating Entity, such party must give written notice to the Indenture Trustee no later than twenty (20) days prior to the first day of the Optional Termination Notice Period. Upon receiving such notice, the Indenture Trustee shall immediately request from the Seller and the Seller shall deliver no later than seventeen (17) days prior to the first day of the Optional Termination Notice Period a letter indicating whether or not the Seller retains the servicing rights to any Loan. (b) The Indenture Trustee shall determine the “Terminating Entity” as follows: (i) the Seller, if it is the owner of the servicing rights with respect to any Loans on the related Optional Termination Date; (ii) SPS, if (a) the Seller is not the owner of the servicing rights with respect to any related Loans on the related Optional Termination Date and (b) SPS is a Special Servicer with respect to any related Loans on the Optional Termination Date and SPS has given notice to the Indenture Trustee pursuant to Section 10.21(a) above; or (iii) the related Majority Servicer on the Optional Termination Date, if (a) the Seller is not the owner of the servicing rights with respect to any related Loans on the Optional Termination Date and (b) SPS has not given notice to the Indenture Trustee pursuant to Section 10.21(a) above. (c) No later than fifteen (15) days prior to the first day of the Optional Termination Notice Period, the Indenture Trustee shall provide notice to each Servicer that is a servicer of any of the Loans of the identity of the Terminating Entity.
Sample 1
Determination of the Terminating Entity. (a) With respect to the purchase of the Mortgage Loans, the Trustee shall determine the “Terminating Entity” as follows: (i) the Holder of the largest Percentage Interest of Class X Certificates, unless the Holder of the largest Percentage Interest of Class X Certificates is the Depositor or an Affiliate of the Depositor and DLJMC is not the owner of the servicing rights with respect to any Mortgage Loan on the Optional Termination Date; (ii) the Holder of the next largest Percentage Interest of Class X Certificates, if the Holder of the largest Percentage Interest of Class X Certificates is the Depositor or an Affiliate of the Depositor and DLJMC is not the owner of the servicing rights with respect to any Mortgage Loan on the Optional Termination Date; (iii) the Servicer on the Optional Termination Date, if the Depositor or an Affiliate of the Depositor is the Holder of 100% of the Class X Certificates and DLJMC is not the owner of the servicing rights with respect to any Mortgage Loan on the Optional Termination Date. (b) No later than fifteen (15) days prior to the first day of the Optional Termination Notice Period, the Trustee shall provide notice to the Servicer of the identity of the Terminating Entity.
Sample 1
Determination of the Terminating Entity. (a) If the Servicer intends to be the Terminating Entity, such party must give written notice to the Trust Administrator no later than 20 days prior to the first day of the Optional Termination Notice Period. Such notice shall also indicate the Loan Groups of the Mortgage Loans to be repurchased. Upon receiving such notice, the Trust Administrator shall immediately request from DLJMC and DLJMC shall deliver no later than 17 days prior to the first day of the Optional Termination Notice Period a letter indicating whether or not DLJMC retains the servicing rights to any Mortgage Loan in any of the related Loan Groups. (b) With respect to the purchase of the Mortgage Loans, the Trust Administrator shall determine the “Terminating Entity” as follows: (i) DLJMC, if it is the owner of the servicing rights with respect to any Mortgage Loan on the Optional Termination Date; (ii) the Servicer on the Optional Termination Date. (c) No later than 15 days prior to the first day of the Optional Termination Notice Period, the Trust Administrator shall provide notice to the Servicer of the identity of the Terminating Entity for the Mortgage Loans.
Sample 1

Related to Determination of the Terminating Entity

  • Administrator Termination Events; Termination of the Administrator (a) Subject to clause (d) below, the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written notice. (b) Subject to Section 3.15 of the Indenture, the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice. (c) The occurrence of any one of the following events (each, an “Administrator Termination Event”) shall also entitle the Issuer, subject to Section 21 hereof, to terminate and replace the Administrator: (i) any failure by the Administrator to duly observe or perform in any respect any other of its covenants or agreements in this Agreement, which failure materially and adversely affects the rights of the Issuer or the Noteholders, and which continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Administrator or receipt by the Administrator of written notice thereof from the Indenture Trustee or Noteholders evidencing a majority of the Note Balance of the Outstanding Notes, voting together as a single class; or (ii) the Administrator suffers a Bankruptcy Event; provided, however, that if any delay or failure of performance referred to under clause (c)(i) above shall have been caused by force majeure or other similar occurrence, the 90 day grace period referred to in such clause (c)(i) shall be extended for an additional 60 calendar days. (d) If an Administrator Termination Event shall have occurred, the Issuer may, subject to Section 21 hereof, by notice given to the Administrator and the Owner Trustee, terminate all or a portion of the rights and powers of the Administrator under this Agreement, including the rights of the Administrator to receive the annual fee for services hereunder for all periods following such termination; provided, however that such termination shall not become effective until such time as the Issuer, subject to Section 21 hereof, shall have appointed a successor Administrator in the manner set forth below. Upon any such termination or upon a resignation of the Administrator in accordance with Section 8(a) hereof, all rights, powers, duties and responsibilities of the Administrator under this Agreement shall vest in and be assumed by any successor Administrator appointed by the Issuer, subject to Section 21 hereof, pursuant to a management agreement between the Issuer and such successor Administrator, containing substantially the same provisions as this Agreement (including with respect to the compensation of such successor Administrator), and the successor Administrator is hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect such vesting and assumption. Further, in such event, the Administrator shall use its commercially reasonable efforts to effect the orderly and efficient transfer of the administration of the Issuer to the new Administrator. No resignation or removal of the Administrator shall be effective until a successor Administrator shall have been appointed by the Issuer. (e) The Issuer, subject to Section 21 hereof, may waive in writing any Administrator Termination Event by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past Administrator Termination Event, such Administrator Termination Event shall cease to exist, and any Administrator Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other Administrator Termination Event or impair any right consequent thereon.

  • Termination of the Trust The respective obligations and responsibilities of the Company, the Guarantor and the Trustee with respect to the Trust shall terminate upon the distribution to all Holders of the Certificates and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property; PROVIDED, HOWEVER, that in no event shall the Trust continue beyond one hundred ten (110) years following the date of the earliest execution of this Agreement. Notice of any termination, specifying the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (A) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates after the Regular Distribution Date (or Special Distribution Date, as the case may be). In the event that any money held by the Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after sixty days' notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and shall give written notice thereof to the related Owner Trustees and the Company.

  • Terminating Event A “Terminating Event” shall mean any of the events provided in this Section 3:

  • Deemed Termination A full-time or regular part-time nurse shall lose all service and seniority and shall be deemed to have terminated if the nurse: (a) leaves of her or his own accord; (b) is discharged and the discharge is not reversed through the grievance or arbitration procedure; (c) has been laid off for twenty-four (24) calendar months; (d) refuses to continue to work or return to work during an emergency which seriously affects the Hospital's ability to provide adequate patient care, unless a satisfactory reason is given to the Hospital; (e) is absent from scheduled work for a period of three (3) or more consecutive working days without notifying the Hospital of such absence and providing a satisfactory reason to the Hospital; (f) fails to return to work (subject to the provisions of 10.06 (e)) upon termination of an authorized leave of absence without satisfactory reason or utilizes a leave of absence for purposes other than that for which the leave was granted; (g) fails upon being notified of a recall to signify her or his intention to return within twenty (20) calendar days after she or he has received the notice of recall mailed by registered mail to the last known address according to the records of the Hospital and fails to report to work within thirty (30) calendar days after she or he has received the notice of recall or such further period of time as may be agreed upon by the parties;

  • Compensation in the Event of Termination In the event that the Executive’s employment hereunder terminates prior to the expiration of this Agreement for any reason provided in Section 5 hereof, the Company shall pay the Executive, compensation and provide the Executive and the Executive’s eligible dependents with benefits as follows:

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

  • Compensation After Termination a. If (i) the Company terminates Employee’s employment during the Employment Period pursuant to Section 4.1.a, 4.1.b, or 4.1.c hereof, (ii) either party terminates this Agreement pursuant to Article 2 hereof or (iii) Employee voluntarily terminates this Agreement pursuant to Section 4.1.d hereof, then the Employment Agreement and Employee’s employment with the Company shall terminate and the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination or expiration date, except that the Company shall pay Employee’s Base Salary accrued through the date of termination or expiration and shall provide such benefits as are required by applicable law. Notwithstanding the foregoing, if the Company terminates Employee pursuant to Section 4.1.a or 4.1.b, the Company will pay to Employee a pro rata share of any incentive compensation earned by Employee during the year in which such termination occurs, such incentive compensation to be determined and payable in the same manner and at the same time as it would have been had Employee’s employment not been terminated pursuant to Section 4.1.a or 4.1.b. b. If the Company terminates the Employee’s employment pursuant to Section 4.1.d hereof, then the Company shall have no further obligations hereunder or otherwise with respect to Employee’s employment from and after the termination date, except that, subject to receiving a signed separation agreement and general release of claims from Employee substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, Company shall pay Employee’s Base Salary through the end of the then current Employment Period and shall provide benefits as are required by applicable law. However, any payments under this Section 4.2.b. payable after termination of employment may be delayed as may be required by Section 7.12 hereof. Provided, however, if the termination of Employee’s employment results in compensation and benefits being provided to Employee pursuant to the Severance Agreement of even date herewith, Employee shall receive no compensation under this Section 4.2, except for Base Salary and benefits accrued through the date of termination or as are otherwise required by applicable law.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • 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.

  • Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!