Common use of Removal of Servicer, Subservicers or JDC Contractors Clause in Contracts

Removal of Servicer, Subservicers or JDC Contractors. Upon the occurrence of an Event of Default, in addition to any other rights it may have pursuant to this Agreement, any other Transaction Document or applicable Law (including the Uniform Commercial Code), whether at Law or in equity and whether pursuant to statute or regulation or otherwise, the Initial Member will have the right to take, at the Initial Member’s option and the Manager’s expense, one or more of the following actions: (i) upon notice in writing to the Manager (effective at such time as is specified in such notice), to act on behalf of the Manager (in its individual capacity) to terminate the existing Servicer (and any Subservicers) and to cause the Manager (in its individual capacity) to enter into a new Servicing Agreement with a servicer (as a successor Servicer) selected by the Initial Member (in its sole and absolute discretion, and whether or not the same qualifies as a Qualified Servicer), (ii) upon notice in writing to the Manager (effective at such time as is specified in such notice), to remove the Private Owner as the Manager and appoint a successor Manager (which successor Manager may be the Initial Member) in the sole discretion of the Initial Member, whereupon (without limitation of Section 13.6), such successor Manager will immediately succeed to all, or such portion as the Initial Member and successor Manager agree, of the rights and obligations of the Private Owner as the Manager of the Company, and, in such case, the Initial Member will further have the right (A) to terminate the Servicer and any or all Subservicers (in its sole and absolute discretion), and cause or permit the successor Manager selected by the Initial Member (and/or the Company directly, as determined by the Initial Member in its sole discretion) to enter into a Servicing Agreement with a successor Servicer, such Servicing Agreement to be between the applicable successor Manager (and/or the Company) and the successor Servicer chosen by the Initial Member, or (B) to retain the existing Servicer and cause or permit the successor Manager (and/or the Company directly, as determined by the Initial Member in its sole discretion) to enter into a new Servicing Agreement between such successor Manager (and/or the Company) and the Servicer (or to effect an assignment of the existing Servicing Agreement from the existing Manager (in its individual capacity) to such successor Manager (and/or the Company), and (iii) terminate any JDC Contractor and otherwise exercise any applicable rights and remedies under any Assignment of JDC Agreement. None of the Initial Member, any successor Manager or the Company will have any obligation to assume any obligations or liabilities of the removed Manager, Servicer or JDC Contractor under or in connection with any Servicing Agreement, Subservicing Agreement or JDC Agreement. Notwithstanding the foregoing, the Initial Member will not exercise its right to terminate the Servicer (including Subservicers and JDC Contractors engaged by or through such Servicer) or a JDC Contractor engaged by the Manager, in each case that is not an Affiliate of the Manager or of the Private Owner, in the absence of (1) an Event of Default attributable in whole or in part to the failure by the Servicer (or any Subservicer or JDC Contractor engaged by or through such Servicer) or such JDC Contractor engaged by the Manager, as applicable, to perform any material obligation under its applicable Servicing Agreement, Subservicing Agreement or JDC Agreement, (2) an Event of Default as described in any of clauses (ii), (iii) or (viii) of the definition thereof with respect to the Servicer (or, as applicable, any Subservicer or JDC Contractor engaged by or through the Servicer) or such JDC Contractor engaged by the Manager, (3) an Event of Default resulting from the failure of the Servicer or any of its Subservicers at any time to meet the criteria of a Qualified Servicer (it being understood that this clause (3) does not apply to JDC Contractors engaged by the Manager), (4) an Event of Default as described in clause (vi) of the definition thereof, to the extent relating to the Servicer (or any Subservicer or JDC Contractor engaged by or through the Servicer) or such JDC Contractor engaged by the Manager, (5) any other Event of Default that consists of a breach of a Servicing obligation under this Agreement, or (6) with respect to any JDC Contractor, in addition to the foregoing, any breach or default by such JDC Contractor under the applicable Assignment of JDC Agreement. Subject to the foregoing, the Manager hereby consents to the immediate termination of the Servicer, any Subservicer and any JDC Contractor upon the occurrence of any Event of Default. For the avoidance of doubt, the rights of the Initial Member in this Section 12.4 are in addition to, and can be exercised independently of the rights of the Initial Member in Sections 3.2, 3.13, and 3.14; and in any event all rights and remedies of the Initial Member under this Agreement with respect to or following an Event of Default are cumulative, and any or all thereof may be exercised instead of or in addition to each other or any other remedies available to the Initial Member, whether under this Agreement, any other Transaction Document or otherwise.

Removal of Servicer, Subservicers or JDC Contractors. Upon the occurrence of an Event of Default, in addition to any other rights it may have pursuant to this Agreement, any other Transaction Document or applicable Law (including the Uniform Commercial Code), whether at Law or in equity and whether pursuant to statute or regulation or otherwise, the Initial Member will have the right to take, at the Initial Member’s option and the Manager’s expense, one or more of the following actions: (i) upon notice in writing to the Manager (effective at such time as is specified in such notice), to act on behalf of the Manager (in its individual capacity) to terminate the existing Servicer (and any Subservicers) and to cause the Manager (in its individual capacity) to enter into a new Servicing Agreement with a servicer (as a successor Servicer) selected by the Initial Member (in its sole and absolute discretion, and whether or not the same qualifies as a Qualified Servicer), (ii) upon notice in writing to the Manager (effective at such time as is specified in such notice), to remove the Private Owner as the Manager and appoint a successor Manager (which successor Manager may be the Initial Member) in the sole discretion of the Initial Member, whereupon (without limitation of Section 13.6), such successor Manager will immediately succeed to all, or such portion as the Initial Member and successor Manager agree, of the rights and obligations of the Private Owner as the Manager of the Company, and, in such case, the Initial Member will further have the right (A) to terminate the Servicer and any or all Subservicers (in its sole and absolute discretion), and cause or permit the successor Manager selected by the Initial Member (and/or the Company directly, as determined by the Initial Member in its sole discretion) to enter into a Servicing Agreement with a successor Servicer, such Servicing Agreement to be between the applicable successor Manager (and/or the Company) and the successor Servicer chosen by the Initial Member, or (B) to retain the existing Servicer and cause or permit the successor Manager (and/or the Company directly, as determined by the Initial Member in its sole discretion) to enter into a new Servicing Agreement between such successor Manager (and/or the Company) and the Servicer (or to effect an assignment of the existing Servicing Agreement from the existing Manager (in its individual capacity) to such successor Manager (and/or the Company), and (iii) terminate any JDC Contractor and otherwise exercise any applicable rights and remedies under any Assignment of JDC Agreement. None of the Initial Member, any successor Manager or the Company will have any obligation to assume any obligations or liabilities of the removed Manager, Servicer or JDC Contractor under or in connection with any Servicing Agreement, Subservicing Agreement or JDC Agreement. Notwithstanding the foregoing, the Initial Member will not exercise its right to terminate the Servicer (including Subservicers and JDC Contractors engaged by or through such Servicer) or a JDC Contractor engaged by the Manager, in each case that is not an Affiliate of the Manager or of the Private Owner, in the absence of (1) an Event of Default attributable in whole or in part to the failure by the Servicer (or any Subservicer or JDC Contractor engaged by or through such Servicer) or such JDC Contractor engaged by the Manager, as applicable, to perform any material obligation under its applicable Servicing Agreement, Subservicing Agreement or JDC Agreement, (2) an Event of Default as described in any of clauses (ii), (iii) or (viii) of the definition thereof with respect to the Servicer (or, as applicable, any Subservicer or JDC Contractor engaged by or through the Servicer) or such JDC Contractor engaged by the Manager, (3) an Event of Default resulting from the failure of the Servicer or any of its Subservicers at any time to meet the criteria of a Qualified Servicer (it being understood that this clause (3) does not apply to JDC Contractors engaged by the Manager), (4) an Event of Default as described in clause (vi) of the definition thereof, to the extent relating to the Servicer (or any Subservicer or JDC Contractor engaged by or through the Servicer) or such JDC Contractor engaged by the Manager, (5) any other Event of Default that consists of a breach of a Servicing obligation under this Agreement, or (6) with respect to any JDC Contractor, in addition to the foregoing, any breach or default by such JDC Contractor under the applicable Assignment of JDC Agreement. Subject to the foregoing, the Manager hereby consents to the immediate termination of the Servicer, any Subservicer and any JDC Contractor upon the occurrence of any Event of Default. For the avoidance of doubt, the rights of the Initial Member in this Section 12.4 are in addition to, and can be exercised independently of the rights of the Initial Member in Sections 3.2, 3.13, and 3.14; and in any event all rights and remedies of the Initial Member under this Agreement with respect to or following an Event of Default are cumulative, and any or all thereof may be exercised instead of or in addition to each other or any other remedies available to the Initial Member, whether under this Agreement, any other Transaction Document or otherwise.

Removal of Servicer, Subservicers or JDC Contractors. Upon the occurrence of an Event of Default, in addition to any other rights it may have pursuant to this Agreement, any other Transaction Document or applicable Law (including the Uniform Commercial Code), whether at Law or in equity and whether pursuant to statute or regulation or otherwise, the Initial Member will have the right to take, at the Initial Member’s option and the Manager’s expense, one or more of the following actions: (i) upon notice in writing to the Manager (effective at such time as is specified in such notice), to act on behalf of the Manager (in its individual capacity) to terminate the existing Servicer (and any Subservicers) and to cause the Manager (in its individual capacity) to enter into a new Servicing Agreement with a servicer (as a successor Servicer) selected by the Initial Member (in its sole and absolute discretion, and whether or not the same qualifies as a Qualified Servicer), (ii) upon notice in writing to the Manager (effective at such time as is specified in such notice), to remove the Private Owner as the Manager and appoint a successor Manager (which successor Manager may be the Initial Member) in the sole discretion of the Initial Member, whereupon (without limitation of Section 13.6), such successor Manager will immediately succeed to all, or such portion as the Initial Member and successor Manager agree, of the rights and obligations of the Private Owner as the Manager of the Company, and, in such case, the Initial Member will further have the right (A) to terminate the Servicer and any or all Subservicers (in its sole and absolute discretion), and cause or permit the successor Manager selected by the Initial Member (and/or the Company directly, as determined by the Initial Member in its sole discretion) to enter into a Servicing Agreement with a successor Servicer, such Servicing Agreement to be between the applicable successor Manager (and/or the Company) and the successor Servicer chosen by the Initial Member, or (B) to retain the existing Servicer and cause or permit the successor Manager (and/or the Company directly, as determined by the Initial Member in its sole discretion) to enter into a new Servicing Agreement between such successor Manager (and/or the Company) and the Servicer (or to effect an assignment of the existing Servicing Agreement from the existing Manager (in its individual capacity) to such successor Manager (and/or the Company), and (iii) terminate any JDC Contractor and otherwise exercise any applicable rights and remedies under any Assignment of JDC Agreement. None of the Initial Member, any successor Manager or the Company will have any obligation to assume any obligations or liabilities of the removed Manager, Servicer or JDC Contractor under or in connection with any Servicing Agreement, Subservicing Agreement or JDC Agreement. Notwithstanding the foregoing, the Initial Member will not exercise its right to terminate the Servicer (including Subservicers and JDC Contractors engaged by or through such Servicer) or a JDC Contractor engaged by the Manager, in each case that is not an Affiliate of the Manager or of the Private Owner, in the absence of (1) an Event of Default attributable in whole or in part to the failure by the Servicer (or any Subservicer or JDC Contractor engaged by or through such Servicer) or such JDC Contractor engaged by the Manager, as applicable, to perform any material obligation under its applicable Servicing Agreement, Subservicing Agreement or JDC Agreement, (2) an Event of Default as described in any of clauses (ii), (iii) or (viii) of the definition thereof with respect to the Servicer (or, as applicable, any Subservicer or JDC Contractor engaged by or through the Servicer) or such JDC Contractor engaged by the Manager, (3) an Event of Default resulting from the failure of the Servicer or any of its Subservicers at any time to meet the criteria of a Qualified Servicer (it being understood that this clause (3) does not apply to JDC Contractors engaged by the Manager), (4) an Event of Default as described in clause (vi) of the definition thereof, to the extent relating to the Servicer (or any Subservicer or JDC Contractor engaged by or through the Servicer) or such JDC Contractor engaged by the Manager, (5) any other Event of Default that consists of a breach of a Servicing obligation under this Agreement, or (6) with respect to any JDC Contractor, in addition to the foregoing, any breach or default by such JDC Contractor under the applicable Assignment of JDC Agreement. Subject to the foregoing, the Manager hereby consents to the immediate termination of the Servicer, any Subservicer and any JDC Contractor upon the occurrence of any Event of Default. For the avoidance of doubt, the rights of the Initial Member in this Section 12.4 are in addition to, and can be exercised independently of the rights of the Initial Member in Sections 3.2, 3.13, and 3.14; and in any event all rights and remedies of the Initial Member under this Agreement with respect to or following an Event of Default are cumulative, and any or all thereof may be exercised instead of or in addition to each other or any any‌‌ other remedies available to the Initial Member, whether under this Agreement, any other Transaction Document or otherwise.otherwise.‌‌