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. For purposes of this Agreement, each of the following shall constitute a "Servicer Termination Event":
(a) any failure by the Servicer to deposit into any Local Collection Account or 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 two Business Days (one Business Day with respect to payments of Purchase Amounts) after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer;
(b) failure by the Servicer to deliver to the Owner Trustee, the Indenture Trustee, the Seller and (so long as the Security Insurer is the Controlling Party) the Security Insurer the Servicer's Certificate by the applicable Determination Date, or to observe any covenant or agreement set forth in Section 4.06;
(c) failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders (determined without regard to the availability of funds under the Policies) or of the Security Insurer (unless the Security Insurer is no longer the Controlling Party) and (ii) continues unremedied for a period of 30 days after knowledge thereof by 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 the Security Insurer (or, if a Security Insurer Default shall have occurred and be continuing, Noteholders evidencing not less than 25% of the Outstanding Amounts of the Notes);
(d) the occurrence of an Insolvency Event with respect to the Servicer or, so long as First Merchants is the Servicer, the Seller;
(e) so long as the Security Insurer is the Controlling Party, any failure by the Security Insurer to have delivered a Servicer Extension Notice pursuant to Section 4.14;
(f) so long as the Security Insurer is the Controlling Party, an Insurance Agreement Event of Default shall have occurred and be continuing; or
(g) the Servicer is terminated as servicer with respect to any other trust that has issued one or more classes of asset backed securities with respect to which the Security Insurer has issued a financial insurance guaranty policy.
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. 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. If any one of the following events (a “Servicer Termination Event”) shall occur and be continuing on any date:
(a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice to the Borrower and the Agent as required by this Agreement on or before the date such payment, transfer, deposit, instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement;
(b) 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 30 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 Agent or the Borrower and (ii) the date on which an officer of the Servicer becomes aware thereof;
(c) an Insolvency Event shall occur with respect to the Servicer or any of its Affiliates;
(d) the Servicer shall fail in any material respect to service the Transferred Loans in accordance with the Credit and Collection Policy;
(e) the Servicer agrees to or otherwise permits any material change in the Credit and Collection Policy without the prior written consent of the Agent;
(f) any Change in Control of the Servicer is made without the prior written consent of the Agent;
(g) as of any date after the date of the Initial Funding, the Servicer fails to maintain a minimum Net Worth of at least $100,000,000 plus seventy-five (75%) percent of any new equity issued after August 2, 2005;
(h) the Servicer shall fail to maintain its status as a business development company or as a registered investment company under the 1940 Act;
(i) the Servicer’s Leverage Ratio shall exceed 1.0:1.0;
(j) any failure by the Servicer to deliver any Required Reports hereunder on or before the date occurring five Business Days after the date such report is required to be made or given, as the case may be, under the terms of this Agreement;
(k) 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 incorrect when made;
(l) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of 10% of the Tangible Net Worth of the Servicer (individ...
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. 43 SECTION 9.2. Appointment of Successor...................................................................46 SECTION 9.3. Notification to Noteholders................................................................47 SECTION 9.4. Action Upon Certain Failures of the Servicer...............................................47