Common use of Servicing Termination Clause in Contracts

Servicing Termination. Without limiting Purchaser’s rights to terminate Seller as servicer as provided above, Purchaser (or any other registered holder of the related Participation Certificate) shall nonetheless be entitled (and in the case of clause (vi), such termination shall occur automatically), by written notice to Seller (and in the case of clause (vi) below immediately without notice), to effect termination of Seller’s servicing rights and obligations with respect to the affected Mortgage Pool in the event any of the following circumstances or events (“Servicing Termination Events”) occur and are continuing: (i) the Seller shall default in the payment of (i) any amount payable by it hereunder or under any other Program Document on account of Repurchase Price, (ii) Expenses (and such failure to pay Expenses shall continue for more than [***]) or (iii) any other obligations under the Program Documents, when the same shall become due and payable, whether at the due date thereof, or by acceleration or otherwise (and such failure to pay such other obligations shall continue for more than [***]); or (ii) the failure of the Seller to perform, comply with, or observe any term, covenant, or agreement applicable to the Seller contained in any of Sections 10(a)(i) (Preservation of Existence; Compliance with Law) (but solely as to organization and existence), (ix) (True and Correct Information) (to the extent relied upon by Purchaser and adversely affecting the Purchaser’s decisions), (xi) (Financial Condition Covenants), (xv) (Material Change in Business), (xvi) (Limitation on Dividends and Distributions), (xvii) (Disposition of Assets; Liens), (xviii) (Transactions with Affiliates), (xix) (ERISA Matters), (xx) (Consolidations, Mergers and Sales of Assets), (xxii) [***], or (xxiii) (Takeout Commitment) hereof; or (iii) any representation, warranty, or certification made or deemed made herein (except those contained in Section 9(b) hereof) or in any other Program Document by the Seller or any certificate furnished to the Purchaser pursuant to the provisions hereof or thereof or any information with respect to the Participation Certificates or Mortgage Loans furnished in writing by or on behalf of the Seller shall prove to have been untrue or misleading in any material respect as of the time made or furnished; or (iv) the Seller shall fail to observe or perform any other covenant or agreement contained in this Agreement (and not identified in Section 5(e)(ii) hereof) or any other Program Document, and if such failure to observe or perform shall be capable of being remedied, and such failure to observe or perform shall continue unremedied for a period of [***]; or (v) a judgment or judgments for the payment of money in excess of [***] in the aggregate shall be rendered against the Seller or any of its Affiliates by one or more courts, administrative tribunals or other bodies having jurisdiction and the same shall not be satisfied, discharged (or provision shall not be made for such discharge) or bonded, or a stay of execution thereof shall not be procured, within [***] from the date of entry thereof, and the Seller or any of its Affiliates shall not, within said period of [***], or such longer period during which execution of the same shall have been stayed or bonded, appeal therefrom and cause the execution thereof to be stayed during such appeal; or (vi) an Event of Insolvency shall have occurred with respect to Seller; or (vii) any Program Document shall cease to be in full force and effect in all material respects or shall not be enforceable in all material respects in accordance with its terms, or any sale effected or Lien granted pursuant thereto shall fail to be perfected and of first priority, or any Person (other than Purchaser) shall contest the validity, enforceability, perfection, or priority of any sale effected or Lien granted pursuant thereto, or any party thereto (other than Purchaser) shall seek to disaffirm, terminate, limit, or reduce its Obligations hereunder; or (viii) any of (A) the Seller shall grant, or suffer to exist, any Lien on any Participation Certificate or Mortgage Loan (except any Lien in favor of the Purchaser); or (B) the Participation Certificate shall not have been sold to the Purchaser. (ix) Seller shall be in default under (i) any Indebtedness of the Seller owed to Purchaser or any Affiliate thereof which default permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness, or (ii) any Indebtedness individually or in the aggregate in excess of [***] which default permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness; or (x) reserved; or (xi) (A) Seller shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (B) any failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA with respect to any Plan or any lien in favor of the PBGC or a Plan shall arise on the assets of the Seller or any ERISA Affiliate, (C) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Purchaser, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (D) any Plan shall terminate for purposes of Title IV of ERISA, (E) the Seller or any ERISA Affiliate shall, or in the reasonable opinion of the Purchaser is likely to, incur any liability in connection with a withdrawal from, or the insolvency of, a Multiemployer Plan, or (F) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (A) through (F) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or (xii) reserved; or (xiii) Seller’s audited financial statements or notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of the Seller as a “going concern” or reference of similar import; or (xiv) a Change in Control shall occur without the written consent of Purchaser; or (xv) Seller ceases to meet the qualifications for maintaining all Agency Approvals or fails to maintain, following its approval by HUD, (A) its HUD status as a “Direct Endorsement” underwriting mortgagee and (B) its authorization to underwrite a single family loan; or (xvi) any failure of Seller to pay the required fees for the use of MERS System, which failure remains unremedied for a period of [***] or more after Seller’s receipt of written notice from MERS or Purchaser; or (xvii) an Agency Security Issuance Failure that is caused by Seller’s required action or failure to take action under the terms of this Agreement and the related Participation Certificate is not repurchased within [***] of such failure.

Servicing Termination. Without limiting Purchaser(a) Notwithstanding anything to the contrary herein or in the Servicing Agreement, Servicer’s rights to service the Purchased Loans shall automatically terminate Seller as servicer as provided above, Purchaser (or any other registered holder of the related Participation Certificate) shall nonetheless be entitled (and in the case of clause (vi), such termination shall occur automatically), by written notice to Seller (and in the case of clause (vi) below immediately without notice), to effect termination of Seller’s servicing rights and obligations with respect to the affected Mortgage Pool in the event any of the following circumstances or events (“Servicing Termination Events”) occur and are continuing: (i) the Seller shall default in the payment of (i) any amount payable by it hereunder upon Servicer receiving a written termination notice from Buyer or under any other Program Document on account of Repurchase Price, (ii) Expenses (and such failure to pay Expenses shall continue for more than [***]) or (iii) any other obligations under the Program Documents, when the same shall become due and payable, whether at the due date thereof, or by acceleration or otherwise (and such failure to pay such other obligations shall continue for more than [***]); or (ii) the failure of the Seller to perform, comply with, or observe any term, covenant, or agreement applicable to the Seller contained in any of Sections 10(a)(i) (Preservation of Existence; Compliance with Law) (but solely as to organization and existence), (ix) (True and Correct Information) (to the extent relied upon by Purchaser and adversely affecting the Purchaser’s decisions), (xi) (Financial Condition Covenants), (xv) (Material Change in Business), (xvi) (Limitation on Dividends and Distributions), (xvii) (Disposition of Assets; Liens), (xviii) (Transactions with Affiliates), (xix) (ERISA Matters), (xx) (Consolidations, Mergers and Sales of Assets), (xxii) [***], or (xxiii) (Takeout Commitment) hereof; or (iii) any representation, warranty, or certification made or deemed made herein (except those contained in Section 9(b) hereof) or in any other Program Document by the Seller or any certificate furnished to the Purchaser pursuant to the provisions hereof or thereof or any information with respect to the Participation Certificates or Mortgage Loans furnished in writing by or on behalf of the Seller shall prove to have been untrue or misleading in any material respect as of the time made or furnished; or (iv) the Seller shall fail to observe or perform any other covenant or agreement contained in this Agreement (and not identified in Section 5(e)(ii) hereof) or any other Program Document, and if such failure to observe or perform shall be capable of being remedied, and such failure to observe or perform shall continue unremedied for a period of [***]; or (v) a judgment or judgments for the payment of money in excess of [***] in the aggregate shall be rendered against the Seller or any of its Affiliates by one or more courts, administrative tribunals or other bodies having jurisdiction and the same shall not be satisfied, discharged (or provision shall not be made for such discharge) or bonded, or a stay of execution thereof shall not be procured, within [***] from the date of entry thereof, and the Seller or any of its Affiliates shall not, within said period of [***], or such longer period during which execution of the same shall have been stayed or bonded, appeal therefrom and cause the execution thereof to be stayed during such appeal; or (vi) an Event of Insolvency shall have occurred with respect to Seller; or (vii) any Program Document shall cease to be in full force and effect in all material respects or shall not be enforceable in all material respects in accordance with its terms, or any sale effected or Lien granted pursuant thereto shall fail to be perfected and of first priority, or any Person (other than Purchaser) shall contest the validity, enforceability, perfection, or priority of any sale effected or Lien granted pursuant thereto, or any party thereto (other than Purchaser) shall seek to disaffirm, terminate, limit, or reduce its Obligations hereunder; or (viii) any of (A) the Seller shall grant, or suffer to exist, any Lien on any Participation Certificate or Mortgage Loan (except any Lien in favor of the Purchaser); or (B) the Participation Certificate shall not have been sold to the Purchaser. (ix) Seller shall be in default under (i) any Indebtedness of the Seller owed to Purchaser or any Affiliate thereof which default permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtednessdesignee, or (ii) on the thirtieth (30th) day following the execution of this instruction letter, or if the term of this instruction letter is extended in writing by Buyer or its designee for the applicable additional thirty (30) day period, on the thirtieth (30th) day following the effective date of such extension (in each case, a “Servicing Termination”). In no event shall the term of the Servicing Agreement be extended for more than 30 days in any Indebtedness individually single extension. (b) In the event of a Servicing Termination, Servicer hereby agrees to (i) deliver to Buyer or its designee all Income and all other funds that are related to the Purchased Loans, including all amounts in the aggregate in excess of Collection Account (and no [***] which default permits the acceleration of the maturity of obligations by Servicing Fees, Servicing Expenses], termination fees or any other party unreimbursed costs, fees or expenses otherwise due and payable to or beneficiary Servicer under the Servicing Agreement shall be withheld by Servicer (all such amounts being payable to Servicer directly by Seller pursuant to this instruction letter)), together with original and electronic copies of all related servicing files, documents and records, together with all related documents and statements held by Servicer with respect to the applicable Purchased Loan(s) so affected (herein, the “Servicing Files”), and account for all Income and other funds, (ii) cooperate in all respects with the transfer of servicing to Buyer or its designee and (iii) direct any party liable for any payment under any such Indebtedness; or (x) reserved; or (xi) (A) Seller Purchased Loans to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall engage direct including, without limitation, sending “goodbye” letters in any “prohibited transaction” form and substance acceptable to Buyer. The out-of-pocket costs and expenses of such transfer shall be paid by Seller. The transfer of servicing and such records by Servicer shall be in accordance with [Accepted Servicing Practices (as defined in Section 406 of ERISA or Section 4975 the Servicing Agreement)]3 and the other terms of the Code) involving any PlanServicing Agreement, (B) any failure to meet and such transfer shall include the minimum funding standard of Section 412 transfer of the Code or Section 302 net amount of ERISA with respect to any Plan or any lien in favor of the PBGC or a Plan shall arise on the assets of the Seller or any ERISA Affiliate, (C) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Purchaser, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (D) any Plan shall terminate for purposes of Title IV of ERISA, (E) the Seller or any ERISA Affiliate shall, or in the reasonable opinion of the Purchaser is likely to, incur any liability in connection with a withdrawal from, or the insolvency of, a Multiemployer Plan, or (F) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (A) through (F) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or (xii) reserved; or (xiii) Seller’s audited financial statements or notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of the Seller as a “going concern” or reference of similar import; or (xiv) a Change in Control shall occur without the written consent of Purchaser; or (xv) Seller ceases to meet the qualifications for maintaining all Agency Approvals or fails to maintain, following its approval by HUD, (A) its HUD status as a “Direct Endorsement” underwriting mortgagee and (B) its authorization to underwrite a single family loan; or (xvi) any failure of Seller to pay the required fees escrows held for the use of MERS System, which failure remains unremedied for a period of [***] or more after Seller’s receipt of written notice from MERS or Purchaser; or (xvii) an Agency Security Issuance Failure that is caused by Seller’s required action or failure to take action under the terms of this Agreement and the related Participation Certificate is not repurchased within [***] of such failuremortgagors.

Servicing Termination. Without limiting Purchaser’s rights to terminate Seller as servicer as provided above, Purchaser (or any other registered holder of the related Participation Certificate) shall nonetheless be entitled (and in the case of clause (vi), such termination shall occur automatically), by written notice to Seller (and in the case of clause (vi) below immediately without notice), to effect termination of Seller’s servicing rights Servicing Rights and obligations with respect to respecting the affected Mortgage Pool in the event any of the following circumstances or events (“Servicing Servicer Termination Events”) occur and are continuing: (i) the Seller shall default in the payment of (i) any amount payable by it hereunder or under any other Program Document on account of Repurchase PriceDocument, (ii) Expenses (and such failure to pay Expenses shall continue for more than [***]) or (iii) any other obligations under the Program Documents, when the same shall become due and payable, whether at the due date thereof, or by acceleration or otherwise (and such failure to pay such other obligations shall continue for more than [***])otherwise; or (ii) any representation or warranty made by Seller in this Agreement or any other Program Document is untrue, inaccurate or incomplete in any material respect (each such representation or warranty, a “Materially False Representation”) on or as of the date made; or (iii) (A) the failure of the Seller to perform, comply with, with or observe any term, covenant, covenant or agreement applicable to the Seller contained in any of of, Sections 10(a)(i) (Preservation Maintenance of Existence; Compliance with Law) (but solely as to organization and existenceConduct of Business), (ix) (True and Correct Information) (to the extent relied upon by Purchaser and adversely affecting the Purchaser’s decisionsLimitation on Distributions), (xi) (Transactions with Affiliates), (xii) (Limitation on Sale of Assets), (xiv) (Only Permitted Indebtedness), (xv) (Mergers, Acquisitions, Subsidiaries), (xvii) (Financial Condition Covenants), (xvxix) (True and Correct Information), (xxii) (Illegal Activities), (xxiii) (Material Change in Business) or (xxvi) (Agency Approvals; Servicing), (xvi) (Limitation on Dividends and Distributions), (xvii) (Disposition of Assetsafter giving effect to any grace period applicable to such covenant or agreement; Liens), (xviii) (Transactions with Affiliates), (xix) (ERISA Matters), (xx) (Consolidations, Mergers and Sales of Assets), (xxii) [***], or (xxiiiB) (Takeout Commitmentthe failure of Seller to repurchase any Mortgage Loan pursuant to Section 9(c) hereof; or (iiiiv) Seller shall fail to observe, keep or perform any representationduty, warranty, responsibility or certification made obligation imposed or deemed made herein (except those contained in Section 9(b) hereof) required by this Agreement or in any other Program Document by the Seller or any certificate furnished to the Purchaser pursuant to the provisions hereof or thereof or any information with respect to the Participation Certificates or Mortgage Loans furnished in writing by or on behalf other than one of the Seller shall prove to have been untrue Servicer Termination Events specified or misleading described in any material respect as another section of the time made or furnished; or (iv) the Seller shall fail to observe or perform any other covenant or agreement contained in this Agreement (and not identified in Section 5(e)(ii) hereof) or any other Program Document, and if such failure to observe or perform shall be capable of being remedied5(e)), and such failure to observe or perform shall continue continues unremedied for a period of [***]five (5) days; or (v) a judgment any Act of Insolvency occurs with respect to Seller, any of its Subsidiaries; or (vi) one or more final judgments for the payment of money or decrees in excess of [***] $20,000,000, alone or in the aggregate shall be rendered aggregate, are entered against the Seller or any of its Affiliates Subsidiaries involving claims not paid or not fully covered by one or more courts, administrative tribunals or other bodies having jurisdiction insurance and the same shall are not be vacated, discharged or satisfied, discharged (or provision shall not be made for such discharge) stayed or bonded, or a stay of execution thereof shall not be procuredbonded pending appeal, within [***] thirty (30) days from the date of entry thereof, and the Seller or any of its Affiliates such Subsidiary shall not, not within said period of [***], thirty (30) days or such longer period during which execution of the same shall have been stayed by court order or bondedby written agreement with the judgment creditor, perfect appeal therefrom and cause the execution thereof to be stayed during such appeal; or (vi) an Event of Insolvency shall have occurred with respect to Seller; or (vii) any Program Document shall cease to be in full force and effect in all material respects or shall not be enforceable in all material respects in accordance with its termsAgency, private investor or any sale effected other Person seizes or Lien granted pursuant thereto shall fail to be perfected and takes control of first priority, or any Person (other than Purchaser) shall contest the validity, enforceability, perfection, or priority Servicing Portfolio of Seller for breach of any sale effected servicing agreement applicable to such Servicing Portfolio or Lien granted pursuant thereto, or for any party thereto (other than Purchaser) shall seek to disaffirm, terminate, limit, or reduce its Obligations hereunderreason whatsoever; or (viii) any Agency or Governmental Authority revokes or materially restricts the authority of (A) the Seller shall grant, or suffer to existSeller, any Lien of Seller’s Subsidiaries or any Subservicer, to originate, purchase, sell or service residential mortgage loans, as remedy in respect of Seller’s violation of applicable laws or an Agency Guide, which does not include limits on commitment authority, including, without limitation, as a result of any Participation Certificate or Mortgage Loan (except Subservicer’s failure to meet all requisite servicer eligibility qualifications promulgated by any Lien in favor of the Purchaser)Agency; or (B) the Participation Certificate shall not have been sold to the Purchaser.or (ix) Seller shall be in there is a default under (i) any Indebtedness of the (after taking into account any applicable grace or cure periods in such agreement) other than a Program Document that Seller owed to has entered into with Purchaser or any Affiliate thereof which default permits the acceleration of the maturity of obligations by any other party to its Affiliates or beneficiary with respect to such Indebtedness, or (ii) any Indebtedness individually or in the aggregate in excess of [***] which default permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such IndebtednessSubsidiaries; or (x) reservedSeller fails to pay when due any other Indebtedness beyond any period of grace provided which Indebtedness is in excess of $20,000,000, or there occurs any breach or default with respect to any material term of any such Indebtedness, if the effect of such failure, breach or default is to cause, or to permit the holder or holders thereof (or a trustee on behalf of such holder or holders) to cause, such Indebtedness of such Person to become or be declared due before its stated maturity (upon the giving or receiving of notice, lapse of time or both, or satisfaction of any other condition to acceleration, whether or not any such condition to acceleration has been satisfied); or (xi) (A) Seller shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (B) any failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA with respect to any Plan or any lien in favor of the PBGC or a Plan shall arise on the assets of the Seller or any ERISA Affiliate, (C) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Purchaser, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (D) any Plan shall terminate for purposes of Title IV of ERISA, (E) the Seller or any ERISA Affiliate shall, or in the reasonable opinion of the Purchaser there is likely to, incur any liability in connection with a withdrawal from, or the insolvency of, a Multiemployer Plan, or (F) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (A) through (F) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or (xii) reserved; or (xiii) (A) Seller shall assert that any Program Document is not in full force and effect or shall otherwise seek to terminate (other than a termination of this Agreement or any Program Document that is expressly permitted by this Agreement), or disaffirm its obligations under, any such Program Document at any time following the execution thereof or (B) any Program Document ceases to be in full force and effect, or any of Seller’s audited financial statements material obligations under any Program Document shall cease to be in full force and effect (other than as a result of any termination of this Agreement or notes thereto any Program Document that is expressly permitted by this Agreement), or other opinions or conclusions stated therein the enforceability thereof shall be qualified or limited contested by reference to the status of the Seller as a “going concern” or reference of similar importSeller; or (xiv) a Change any Governmental Authority or any trustee, receiver, conservator or similar official acting or purporting to act under Governmental Authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the assets of Seller, any of its Subsidiaries or any Subservicer, or shall have taken any action to displace the management of Seller or any of its Subsidiaries or to curtail its authority in Control the conduct of the business of Seller or any of its Subsidiaries, or to restrict the payment of dividends to Seller by any Subsidiary of Seller, and such action shall occur without the written consent of Purchasernot have been discontinued or stayed within thirty (30) days; or (xv) any Change in Control of Seller ceases to meet the qualifications for maintaining all Agency Approvals or fails to maintain, following its approval by HUD, (A) its HUD status as a “Direct Endorsement” underwriting mortgagee and (B) its authorization to underwrite a single family loanshall have occurred without Purchaser’s prior written consent; or (xvi) reserved; or (xvii) any failure of Seller to pay the required fees for the use maintain its status as a member of MERS System, which failure remains unremedied for a period of [***] or more after Seller’s receipt of written notice from MERS or Purchaserin good standing; or (xviixviii) reserved; or (xix) the initiation of any investigation or proceeding in respect of Seller by any Governmental Authority, that is reasonably likely to have a Material Adverse Effect on Seller’s ability to perform its obligations under this Agreement or the other Program Documents; or (xx) the Pension Benefit Guaranty Corp. shall, or shall indicate its intention to, file notice of a Lien pursuant to Section 4068 of ERISA with regard to any of the assets of Seller or any of its Subsidiaries; or (xxi) Seller shall become subject to registration as an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended; or (xxii) Purchaser shall fail to have a valid and perfected first priority security interest in any of the Participation Certificates, including the Servicing Rights thereto, free and clear of any other Lien; or (xxiii) an Agency Security Issuance Failure that is caused by Seller’s required action or failure to take action under the terms of this Agreement and the related Participation Certificate is not repurchased within [***] of such failureAgreement.

Servicing Termination. Without limiting Purchaser(a) Notwithstanding anything to the contrary herein or in the Servicing Agreement, Servicer’s rights to service the Purchased Assets shall automatically terminate upon Servicer receiving a written termination notice from Buyer or its designee following a Seller as servicer as provided aboveEvent of Default (a “Servicing Termination”). Following any Servicing Termination, Purchaser Buyer shall provide (or any other registered holder of the related Participation Certificatei) shall nonetheless be entitled (and in the case of clause (vi), such termination shall occur automatically), by written notice to Servicer and Seller (and in that the case of clause (vi) below immediately without notice), to effect termination of Seller’s servicing rights and obligations Servicing Agreement has expired with respect to the affected Mortgage Pool in the event any of the following circumstances or events (“Servicing Termination Events”) occur and are continuing: (i) the Seller shall default in the payment of (i) any amount payable by it hereunder or under any other Program Document on account of Repurchase PricePurchased Assets, (ii) Expenses (and such failure to pay Expenses shall continue wire instructions for more than [***]) or (iii) any other obligations under the Program Documents, when the same shall become due and payable, whether at the due date thereof, or transfer of all amounts held by acceleration or otherwise (and such failure to pay such other obligations shall continue for more than [***]); or (ii) the failure of the Seller to perform, comply with, or observe any term, covenant, or agreement applicable to the Seller contained in any of Sections 10(a)(i) (Preservation of Existence; Compliance with Law) (but solely as to organization and existence), (ix) (True and Correct Information) (to the extent relied upon by Purchaser and adversely affecting the Purchaser’s decisions), (xi) (Financial Condition Covenants), (xv) (Material Change in Business), (xvi) (Limitation on Dividends and Distributions), (xvii) (Disposition of Assets; Liens), (xviii) (Transactions with Affiliates), (xix) (ERISA Matters), (xx) (Consolidations, Mergers and Sales of Assets), (xxii) [***], or (xxiii) (Takeout Commitment) hereof; or (iii) any representation, warranty, or certification made or deemed made herein (except those contained in Section 9(b) hereof) or in any other Program Document by the Seller or any certificate furnished to the Purchaser pursuant to the provisions hereof or thereof or any information Servicer with respect to the Participation Certificates or Mortgage Loans furnished in writing by or on behalf Purchased Assets and (iii) address details for transfer of the Seller shall prove to have been untrue or misleading in any material respect as of the time made or furnished; or (iv) the Seller shall fail to observe or perform any other covenant or agreement contained in this Agreement (and not identified in Section 5(e)(ii) hereof) or any other Program Documentservicing file, and if prior to such failure to observe or perform shall be capable of being remedied, and such failure to observe or perform shall continue unremedied for a period of [***]; or (v) a judgment or judgments for the payment of money in excess of [***] in the aggregate shall be rendered against the Seller or any of its Affiliates notice by one or more courts, administrative tribunals or other bodies having jurisdiction Buyer these instructions and the same shall not be satisfied, discharged (or provision shall not be made for such discharge) or bonded, or a stay of execution thereof shall not be procured, within [***] from the date of entry thereof, and the Seller or any of its Affiliates shall not, within said period of [***], or such longer period during which execution of the same shall have been stayed or bonded, appeal therefrom and cause the execution thereof to be stayed during such appeal; or (vi) an Event of Insolvency shall have occurred Servicing Agreement with respect to Seller; orthe Purchased Assets shall remain binding upon each of the parties hereto. (viib) any Program Document shall cease In the event of a Servicing Termination, Servicer hereby agrees to be (i) deliver to Buyer or its designee all Income and all other funds that are related to the Purchased Assets in full force the Servicer Account or otherwise (net of all Permitted Retained Amounts due to the Servicer), and effect in all material respects or shall not be enforceable in all material respects servicing files in accordance with its termsSection 7.02(c) of the Servicing Agreement, or any sale effected or Lien granted pursuant thereto shall fail to be perfected and (ii) cooperate in all respects with the transfer of first priority, or any Person (other than Purchaser) shall contest the validity, enforceability, perfection, or priority servicing of any sale effected Purchased Assets to Buyer or Lien granted pursuant theretoits designee, or and (iii) direct any party thereto (other than Purchaser) liable for any payment under any such Purchased Assets to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall seek direct, including, without limitation, by sending to disaffirm, terminate, limit, or reduce its Obligations hereunder; or (viii) any such obligors “goodbye” letters in form and substance reasonably acceptable to Buyer. The out-of-pocket costs and expenses of (A) the Seller such transfer shall grant, or suffer to exist, any Lien on any Participation Certificate or Mortgage Loan (except any Lien in favor be paid by Seller. The transfer of the Purchaser); or (B) the Participation Certificate shall not have been sold to the Purchaser. (ix) Seller servicing and such records by Servicer shall be in default under (i) any Indebtedness of the Seller owed to Purchaser or any Affiliate thereof which default permits the acceleration of the maturity of obligations by any other party to or beneficiary accordance with respect to such Indebtedness, or (ii) any Indebtedness individually or in the aggregate in excess of [***] which default permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness; or (x) reserved; or (xi) (A) Seller shall engage in any “prohibited transaction” Accepted Servicing Practices (as defined in Section 406 of ERISA or Section 4975 the Servicing Agreement) and the other terms of the Code) involving any PlanServicing Agreement, (B) any failure to meet and such transfer shall include the minimum funding standard of Section 412 transfer of the Code or Section 302 net amount of ERISA with respect to any Plan or any lien in favor of the PBGC or a Plan shall arise on the assets of the Seller or any ERISA Affiliate, (C) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Purchaser, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (D) any Plan shall terminate for purposes of Title IV of ERISA, (E) the Seller or any ERISA Affiliate shall, or in the reasonable opinion of the Purchaser is likely to, incur any liability in connection with a withdrawal from, or the insolvency of, a Multiemployer Plan, or (F) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (A) through (F) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or (xii) reserved; or (xiii) Seller’s audited financial statements or notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of the Seller as a “going concern” or reference of similar import; or (xiv) a Change in Control shall occur without the written consent of Purchaser; or (xv) Seller ceases to meet the qualifications for maintaining all Agency Approvals or fails to maintain, following its approval by HUD, (A) its HUD status as a “Direct Endorsement” underwriting mortgagee and (B) its authorization to underwrite a single family loan; or (xvi) any failure of Seller to pay the required fees escrows held for the use of MERS System, which failure remains unremedied for a period of [***] or more after Seller’s receipt of written notice from MERS or Purchaser; or (xvii) an Agency Security Issuance Failure that is caused by Seller’s required action or failure to take action under the terms of this Agreement and the related Participation Certificate is not repurchased within [***] of such failuremortgagors.