Common use of Events of Servicer Termination Clause in Contracts

Events of Servicer Termination. (a) If any one of the following events (each, an “Event of Servicer Termination”) shall occur and be continuing: (i) Any failure by the Servicer to furnish to the Indenture Trustee the Mortgage Loan data sufficient to prepare the reports described in Sections 3.19 or 5.03 which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure shall have been given to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) and, if (i) the Notes are no longer Outstanding and no amounts remain due and owing to the Insurer or (ii) an Insurer Default has occurred and is continuing, by Holders of not less than 25% of the Note Principal Amount of the Notes; or (ii) Any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Majority Securityholders or the Insurer; or (iii) The Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or (iv) The Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or (v) The Servicer shall be dissolved, or shall dispose of all or substantially all of its assets, or consolidate with or merge into another entity or shall permit another entity to consolidate or merge into it, such that the resulting entity does not meet the criteria for a successor servicer as specified herein; or (vi) If a representation or warranty set forth in Section 2.03 hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Securityholders or the Insurer, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Servicer by the Indenture Trustee, or to the Servicer and the Indenture Trustee by the Controlling Party; or (vii) A sale or pledge of any of the rights of the Servicer hereunder or an assignment of this Agreement by the Servicer or a delegation of the rights or duties of the Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Controlling Party; or (viii) After receipt of notice from the Indenture Trustee, any failure of the Servicer to remit to the Indenture Trustee any payment required to be made to the Indenture Trustee for the benefit of Noteholders and the Certificateholders or to the Insurer under the terms of this Agreement on any Servicer Remittance Date which failure continues unremedied for a period of two (2) Business Days after the date upon which notice of such failure shall have been given to the Servicer by the Indenture Trustee or the Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing). If an Event of Servicer Termination described in clauses (i) through (viii) of this Section 7.01 shall occur, then, in each and every case, subject to applicable law, so long as any such Event of Servicer Termination shall not have been remedied within any period of time prescribed by this Section 7.01, the Indenture Trustee, by notice in writing to the Servicer may, with the consent of the Insurer, and shall at the direction of the Insurer (or if an Insurer Default has occurred and is continuing, at the direction of the Noteholders evidencing not less than 66-2/3% of the aggregate Note Principal Amount of the Notes), terminate all of the rights and obligations of the Servicer hereunder and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer, and only in its capacity as Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under the terms of this Agreement; and the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the defaulting Servicer as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The defaulting Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the defaulting Servicer’s responsibilities and rights hereunder as Servicer including, without limitation, notifying the Subservicers of the assignment of the master servicing function and providing the Indenture Trustee or its designee all documents and records in electronic or other form reasonably requested by it to enable the Indenture Trustee or its designee to assume the defaulting Servicer’s functions hereunder and the transfer to the Indenture Trustee for administration by it of all amounts which shall at the time be or should have been deposited by the defaulting Servicer in the Collection Account maintained by such defaulting Servicer and any other account or fund maintained with respect to the Securities or thereafter received with respect to the Mortgage Loans. The Servicer being terminated shall bear all costs of a servicing transfer, including but not limited to those of the Indenture Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. Notwithstanding any termination of the Servicer hereunder, the Servicer shall be entitled to receive, on a first in-first out basis, out of any late collection of a Monthly Payment on a Mortgage Loan that was due prior to the notice terminating the Servicer’s rights and obligations as the Servicer hereunder and received after such notice, that portion of the Servicing Fee thereof or any unreimbursed Servicing Advance made by the terminated Servicer relating to such Mortgage Loan; provided however such right of reimbursement shall be net of any amounts owed by the terminated Servicer and required to be reimbursed pursuant to Section 3.01(f) hereof. (b) In addition, upon the occurrence of any Insurance Agreement Event of Default, as defined herein, and upon the direction of the Insurer in connection therewith (so long as the Notes are outstanding or Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing), the Indenture Trustee shall terminate the rights and responsibilities of the Servicer hereunder and shall appoint a successor Servicer in accordance with the provisions of Section 7.02.

Events of Servicer Termination. (a) If any one of the following events (each, an “Event of Servicer Termination”) shall occur and be continuing: (i) Any failure by the Servicer to furnish to the Indenture Trustee the Mortgage Loan data sufficient to prepare the reports described in Sections 3.19 or 5.03 which continues unremedied for a period of two five (25) Business Days after the date upon which written notice of such failure shall have been given to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) and, if (i) the Class A Notes are no longer Outstanding and no amounts remain due and owing to the Insurer or (ii) an Insurer Default has occurred and is continuing, by Holders of not less than 25% of the Note Principal Amount of the Controlling Class Notes; or (ii) Any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement which continues unremedied for a period of 30 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Majority Securityholders or the Insurer; or (iii) The Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or (iv) The Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or (v) The Servicer shall be dissolved, or shall dispose of all or substantially all of its assets, or consolidate with or merge into another entity or shall permit another entity to consolidate or merge into it, such that the resulting entity does not meet the criteria for a successor servicer as specified herein; or (vi) If a representation or warranty set forth in Section 2.03 hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Securityholders or the Insurer, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Servicer by the Indenture Trustee, or to the Servicer and the Indenture Trustee by the Controlling Party; or (vii) A sale or pledge of any of the rights of the Servicer hereunder or an assignment of this Agreement by the Servicer or a delegation of the rights or duties of the Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Controlling Party; or (viii) After receipt of notice from the Indenture Trustee, any failure of the Servicer to remit to the Indenture Trustee any payment required to be made to the Indenture Trustee for the benefit of Noteholders and the Certificateholders or to the Insurer under the terms of this Agreement on any Servicer Remittance Deposit Date which failure continues unremedied for a period of two five (25) Business Days after the date upon which notice of such failure shall have been given to the Servicer by the Indenture Trustee or the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing). If an Event of Servicer Termination described in clauses (i) through (viii) of this Section 7.01 shall occur, then, in each and every case, subject to applicable law, so long as any such Event of Servicer Termination shall not have been remedied within any period of time prescribed by this Section 7.01, the Indenture Trustee, by notice in writing to the Servicer may, with the consent of the Insurer, and shall at the direction of the Insurer (or if an Insurer Default has occurred and is continuing, at the direction of the Noteholders evidencing not less than 66-2/3% of the aggregate Note Principal Amount of the Controlling Class Notes), terminate all of the rights and obligations of the Servicer hereunder and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer, and only in its capacity as Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under the terms of this Agreement; and the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the defaulting Servicer as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The defaulting Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the defaulting Servicer’s responsibilities and rights hereunder as Servicer including, without limitation, notifying the Subservicers Servicers of the assignment of the master servicing function and providing the Indenture Trustee or its designee all documents and records in electronic or other form reasonably requested by it to enable the Indenture Trustee or its designee to assume the defaulting Servicer’s functions hereunder and the transfer to the Indenture Trustee for administration by it of all amounts which shall at the time be or should have been deposited by the defaulting Servicer in the Collection Account maintained by such defaulting Servicer and any other account or fund maintained with respect to the Securities or thereafter received with respect to the Mortgage Loans. The Servicer being terminated shall bear all costs of a master servicing transfer, including but not limited to those of the Indenture Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. Notwithstanding any termination of the Servicer hereunder, the Servicer shall be entitled to receive, on a first in-first out basis, out of any late collection of a Monthly Payment on a Mortgage Loan that was due prior to the notice terminating the Servicer’s rights and obligations as the Servicer hereunder and received after such notice, that portion of the Servicing Fee thereof or any unreimbursed Servicing Advance made by the terminated Servicer relating to such Mortgage Loan; provided however such right of reimbursement shall be net of any amounts owed by the terminated Servicer and required to be reimbursed pursuant to Section 3.01(f) hereof. (b) In addition, upon the occurrence of any Insurance Agreement Event of Default, as defined herein, and upon the direction of the Insurer in connection therewith (so long as the Notes are outstanding or Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing)therewith, the Indenture Trustee shall terminate the rights and responsibilities of the Servicer hereunder and shall appoint a successor Servicer in accordance with the provisions of Section 7.02.

Events of Servicer Termination. (a) If any one of the following events (each, an “"Event of Servicer Termination”") shall occur and be continuing: (i) Any failure by the Servicer to furnish to the Indenture Trustee the Mortgage Loan data sufficient to prepare the reports described in Sections 3.19 or 5.03 which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure shall have been given to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) and, if (i) the Class A Notes are no longer Outstanding and no amounts remain due and owing to the Insurer or (ii) an Insurer Default has occurred and is continuing, by Holders of not less than 25% of the Note Principal Amount of the Controlling Class Notes; or (ii) Any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Majority Securityholders or the Insurer; or (iii) The Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or (iv) The Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or (v) The Servicer shall be dissolved, or shall dispose of all or substantially all of its assets, or consolidate with or merge into another entity or shall permit another entity to consolidate or merge into it, such that the resulting entity does not meet the criteria for a successor servicer as specified herein; or (vi) If a representation or warranty set forth in Section 2.03 hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Securityholders or the Insurer, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Servicer by the Indenture Trustee, or to the Servicer and the Indenture Trustee by the Controlling Party; or (vii) A sale or pledge of any of the rights of the Servicer hereunder or an assignment of this Agreement by the Servicer or a delegation of the rights or duties of the Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Controlling Party; or (viii) After receipt of notice from the Indenture Trustee, any failure of the Servicer to remit to the Indenture Trustee any payment required to be made to the Indenture Trustee for the benefit of Noteholders and the Certificateholders or to the Insurer under the terms of this Agreement on any Servicer Remittance Date which failure continues unremedied for a period of two (2) Business Days after the date upon which notice of such failure shall have been given to the Servicer by the Indenture Trustee or the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing). If an Event of Servicer Termination described in clauses (i) through (viii) of this Section 7.01 shall occur, then, in each and every case, subject to applicable law, so long as any such Event of Servicer Termination shall not have been remedied within any period of time prescribed by this Section 7.01, the Indenture Trustee, by notice in writing to the Servicer may, with the consent of the Insurer, and shall at the direction of the Insurer (or if an Insurer Default has occurred and is continuing, at the direction of the Noteholders evidencing not less than 66-2/3% of the aggregate Note Principal Amount of the Controlling Class Notes), terminate all of the rights and obligations of the Servicer hereunder and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer, and only in its capacity as Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under the terms of this Agreement; and the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the defaulting Servicer as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The defaulting Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the defaulting Servicer’s 's responsibilities and rights hereunder as Servicer including, without limitation, notifying the Subservicers Servicers of the assignment of the master servicing function and providing the Indenture Trustee or its designee all documents and records in electronic or other form reasonably requested by it to enable the Indenture Trustee or its designee to assume the defaulting Servicer’s 's functions hereunder and the transfer to the Indenture Trustee for administration by it of all amounts which shall at the time be or should have been deposited by the defaulting Servicer in the Collection Account maintained by such defaulting Servicer and any other account or fund maintained with respect to the Securities or thereafter received with respect to the Mortgage Loans. The Servicer being terminated shall bear all costs of a servicing transfer, including but not limited to those of the Indenture Trustee reasonably allocable to specific employees and overhead, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. Notwithstanding any termination of the Servicer hereunder, the Servicer shall be entitled to receive, on a first in-first out basis, out of any late collection of a Monthly Payment on a Mortgage Loan that was due prior to the notice terminating the Servicer’s 's rights and obligations as the Servicer hereunder and received after such notice, that portion of the Servicing Fee thereof or any unreimbursed Servicing Advance made by the terminated Servicer relating to such Mortgage Loan; provided however such right of reimbursement shall be net of any amounts owed by to the terminated Servicer and required to be reimbursed pursuant to Section 3.01(f3.10(f) hereof. (b) In addition, upon the occurrence of any Insurance Agreement Event of Default, as defined herein, and upon the direction of the Insurer in connection therewith (so long as the Notes are outstanding or Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing)therewith, the Indenture Trustee shall terminate the rights and responsibilities of the Servicer hereunder and shall appoint a successor Servicer in accordance with the provisions of Section 7.02.