Common use of Events of Servicing Termination Clause in Contracts

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (a) any failure by the Servicer to deliver to the Trustee for deposit in any of the Accounts or the Reserve Fund any required payment or to direct the Trustee or the Collateral Agent, as applicable, to make any required distributions therefrom that shall continue unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Trustee or the Collateral Agent, as applicable, or after discovery of such failure by an Authorized Officer of the Servicer; or (b) any failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement, which failure shall (i) materially and adversely affect the rights of either the Class A Certificateholders or the Class B Certificateholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Trustee or (B) to the Servicer and to the Trustee by Holders of Certificates evidencing not less than 25% of the aggregate outstanding principal balance of the Class A Certificates and Class B Certificates taken together as a single class (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and the Servicer delivers an Officer's Certificate to the Trustee to such effect and to the effect that the Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default); or (c) an Insolvency Event occurs with respect to the Servicer or any successor; then, and in each and every case, so long as the Event of Servicing Termination shall not have been remedied within any applicable cure period, either the Trustee, or the Holders of Certificates evidencing not less than a majority of the aggregate outstanding principal balance of the Class A Certificates and the Class B Certificates taken together as a single class, by notice then given in writing to the Servicer and the Trustee may terminate all the rights and obligations (other than the obligations set forth in Section 8.2) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee or such successor Servicer as may be appointed under Section 9.2; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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 of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under 50 this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. All reasonable costs and expenses (including attorneys' fees and expenses) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Event of Servicing Termination, the Trustee shall give notice thereof to the Rating Agencies.

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (a) any failure by the Servicer to deliver to the Trustee Paying Agent or Collateral Agent for deposit in any of the Accounts or the Reserve Fund Account any required payment or to direct the Trustee Paying Agent or the Collateral Agent, as applicable, to make any required distributions therefrom that shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Trustee or the Collateral Agent, as applicable, or after discovery of such failure by an Authorized Officer of the Servicer; or (b) any failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement, which failure shall (i) materially and adversely affect the rights of either the Class A Certificateholders or the Class B Certificateholders and (ii) continue unremedied for a period of 60 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Trustee Trustee, the Paying Agent or the Collateral Agent or (B) to the Servicer and to the Trustee by Holders of Certificates evidencing not less than 25% of the aggregate outstanding principal balance of the Class A Certificates and Class B Certificates taken together as a single class (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and the Servicer delivers an Officer's Certificate to the Trustee to such effect and to the effect that the Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)class; or (c) an Insolvency Event occurs with respect to the Servicer or any successor; then, and in each and every case, so long as the Event of Servicing Termination shall not have been remedied within any applicable cure periodremedied, either the Trustee, Trustee or the Holders of Certificates evidencing not less than a majority 25% of the aggregate outstanding principal balance of the Class A Certificates and the Class B Certificates taken together as a single class, by notice then given in writing to the Servicer and the Trustee may terminate all the rights and obligations (other than the obligations set forth in Section 8.2) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee or such successor Successor Servicer as may be appointed under Section 9.2; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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 of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under 50 this Agreement, including the transfer to the successor Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. All reasonable costs and expenses (including reasonable attorneys' fees and expensesfees) incurred in connection with transferring the Receivable Files to the successor Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Event of Servicing Termination, the Trustee shall give notice thereof to the Rating Agencies.

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (a) any failure by the Servicer to deliver to the Trustee for deposit in any of the Accounts or the Reserve Fund any required payment or to direct the Trustee or the Collateral Agent, as applicable, to make any required distributions therefrom that shall continue unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Trustee or the Collateral Agent, as applicable, or after discovery of such failure by an Authorized Officer of the Servicer; or (b) any failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement, which failure shall (i) materially and adversely affect the rights of either the Class A Certificateholders or the Class B Certificateholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Trustee or (B) to the Servicer and to the Trustee by Holders of Certificates evidencing not less than 25% of the aggregate outstanding principal balance of the Class A Certificates and Class B Certificates taken together as a single class (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and the Servicer delivers an Officer's Certificate to the Trustee to such effect and to the effect that the Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default); or (c) an Insolvency Event occurs with respect to the Servicer or any successor; then, and in each and every case, so long as the Event of Servicing Termination shall not have been remedied within any applicable cure period, either the Trustee, or the Holders of Certificates evidencing not less than a majority of the aggregate outstanding principal balance of the Class A Certificates and the Class B Certificates taken together as a single class, by notice then given in writing to the Servicer and the Trustee may terminate all the rights and obligations (other than the obligations set forth in Section 8.2) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee or such successor Servicer as may be appointed under Section 9.2; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor 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 of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under 50 this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. All reasonable costs and expenses (including attorneys' fees and expensesfees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Event of Servicing Termination, the Trustee shall give notice thereof to the Rating Agencies.

Events of Servicing Termination. If any one of the following events ("“Events of Servicing Termination"”) shall occur and be continuing: (ai) any failure by the Servicer to deliver deposit in the Collection Account or the Distribution Account any deposit required to be made under the terms of this Agreement, which failure continues unremedied for (A) two Business Days after the giving of written notice of any such failure to the Trustee for deposit in any Servicer by a Responsible Officer of the Accounts Indenture Trustee with knowledge thereof, or to the Servicer and the Indenture Trustee by the Insurer or the Reserve Fund any required payment Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25% of the aggregate Class A Note Principal Balance or to direct the Trustee or the Collateral Agent, as applicable, to make any required distributions therefrom that shall continue unremedied (B) for a period of five Business Days after written the date upon which such deposit was required to be made, irrespective of whether the notice of such failure is received by the Servicer from the Trustee or the Collateral Agent, as applicable, or after discovery of such failure by an Authorized Officer of the Servicerdescribed in Clause (A) was provided; or (bii) (A) the failure by the Servicer to make any required Servicing Advance which failure continues unremedied for a period of 5 days, or, (B) except as otherwise described in subclause (vi) below, the failure by the Servicer duly to observe or to perform perform, in any material respect respect, any other covenants covenants, obligations or agreements of the Servicer as set forth in this AgreementAgreement (except with respect to a failure related to a Limited Exchange Act Reporting Obligation), which failure shall (i) materially and adversely affect affects the rights interests of either the Class A Certificateholders Noteholders or the Class B Certificateholders Insurer and (ii) continue continues unremedied for a period of 60 five (5) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Indenture Trustee or (B) to the Servicer and to the Indenture Trustee by the Insurer or by the Holders of Certificates evidencing Class A Notes representing not less than 25% of the aggregate outstanding principal balance Class A Note Principal Balance; or (iii) failure by the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (except with respect to a failure related to a Limited Exchange Act Reporting Obligation) 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 Master Servicer; provided that the [thirty-day] cure period shall not apply to the failure to comply with the requirements set forth in Section 6.02, Section 6.04, Section 7.02 or Article X, for which the grace period shall not exceed the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions); or (iv) the entry against the Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (v) the Servicer shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged, unbonded or unstayed for a period of 60 days; or 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 (vi) so long as the Seller is the Servicer, any failure of the Seller to repurchase or substitute Eligible Substitute Mortgage Loans for Defective Mortgage Loans as required pursuant to the Mortgage Loan Purchase Agreement or this Agreement; or (vii) any breach by the Servicer of a representation or warranty made in Section 2.03 herein, which breach materially and adversely affects the interests of the Class A Certificates Noteholders or the Insurer and continues unremedied for a period of 30 days after the giving of written notice of such failure to the Servicer by the Indenture Trustee, or to the Servicer and the Indenture Trustee by the Insurer or Holders of Class B Certificates taken together as a single class A Notes evidencing Percentage Interests aggregating not less than 25% of the aggregate Class A Note Principal Balance (or for such longer period, with the consent of the Insurer (which consent shall not in excess of 120 daysbe unreasonably withheld), as may be reasonably necessary to remedy such default; breach, provided that such default is capable of remedy within 120 days and the Servicer delivers an Officer's Certificate to the Trustee to such effect and to the effect that the Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts pursues such remedy to remedy such defaultcompletion); or (cviii) an Insolvency Event occurs with respect to the Servicer is not rated at least investment grade by either Standard & Poor’s or any successorXxxxx’x; then, and in each and every such case, so long as the an Event of Servicing Termination shall not have been remedied within any the applicable cure grace period, either (x) subject to the Trusteesucceeding paragraph, the Indenture Trustee shall, at the direction of the Insurer or the Holders of Certificates evidencing Class A Notes representing not less than a majority of the aggregate outstanding principal balance 51% of the Class A Certificates and Note Principal Balance (with the Class B Certificates taken together consent of the Insurer, so long as a single classno Insurer Default exists), by notice then given in writing to the Servicer (and to the Indenture Trustee may if given by Holders of Class A Notes), terminate all of the rights and obligations (other than the obligations set forth in Section 8.2) of the Servicer as servicer under this Agreement. Any such notice to the Servicer shall also be given to each Rating Agency, the Depositor, the Trust and the Insurer. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates Class A Notes or the Receivables Mortgage Loans or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed pursuant to and under this Section 9.27.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-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 of the Receivables each Mortgage Loan and related documents, documents or otherwise. The predecessor Servicer shall agrees to cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under 50 this Agreementhereunder, including including, without limitation, the transfer to the successor Servicer Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for depositand to be deposited by it in the Collection Account, or shall that have been deposited by the Servicer in the Collection Account or thereafter be received by it the Servicer with respect to a Receivablethe Mortgage Loans. All reasonable costs and expenses (including attorneys' fees and expenses’ fees) incurred in connection with transferring the Receivable Mortgage Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer (or if the predecessor Servicer is the Indenture Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice In addition, if during the period that the Depositor is required to file Exchange Act Reports with respect to the Trust Fund, the Servicer shall fail to observe or perform any of the occurrence obligations that constitute a Limited Exchange Act Reporting Obligation or the obligations set forth in Section 3.10, Section 7.05 or Section 10.01(a)(i) and (ii), and such failure continues for the lesser of an Event of Servicing Termination[10] calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), so long as such failure shall not have been remedied, the Indenture Trustee shall give notice thereof shall, but only at the direction of the Depositor, terminate all of the rights and obligations of the Servicer under this Agreement and in and to the Rating AgenciesMortgage Loans and the proceeds thereof, other than its rights as a Noteholder hereunder. The Depositor shall not be entitled to terminate the rights and obligations of the Servicer pursuant to subparagraph (iii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans.