Common use of Termination by Freddie Mac Clause in Contracts

Termination by Freddie Mac. At its sole discretion, Freddie Mac may, upon 30 days notice to Seller/Servicer and Designated Custodian, terminate this Agreement (a “Termination Without Cause”) and require Seller/Servicer to transfer all Notes and Assignments to another Document Custodian and/or the related Assignments to Seller/Servicer within 30 days of the date of such notice. Notwithstanding any other right of Freddie Mac to require Seller/Servicer to discontinue the use of a Document Custodian, Freddie Mac may give notice that it will terminate this Agreement and require that all Notes and Assignments to be transferred immediately to another Document Custodian, or the Notes as directed by Freddie Mac and the related Assignments to Seller/Servicer, immediately upon occurrence of any of the following (a “Termination With Cause”): (i) disqualification or suspension of Seller/Servicer pursuant to the Guide, or upon a determination by Freddie Mac that Seller/Servicer’s performance has been unsatisfactory or that Seller/Servicer has failed to meet Freddie Mac’s eligibility standards; (ii) material failure of Designated Custodian to meet Freddie Mac’s document custodian eligibility requirements or any material criterion for note custody; (iii) Freddie Mac’s reasonable determination that either (A) Designated Custodian’s performance with respect to Note Files does not conform in one or more material respects to the performance requirements in the Guide or the Handbook, or (B) Designated Custodian has, for a prolonged period, materially failed to comply with one or more of the Service Levels; (iv) any other circumstance with respect to Designated Custodian or Note Files that materially adversely affects, or is reasonably likely to adversely affect, a material number of Note Files or the interests of Freddie Mac; (v) Freddie Mac’s substantial modification of its requirements for the custody of Note Files such that Designated Custodian is, or would be, unable to comply therewith or to qualify thereunder in material respects adverse to Freddie Mac’s interests hereunder; (vi) the occurrence of a default or event of default under the Guide directly resulting from any action or inaction by Designated Custodian and delivery to the Designated Custodian of a notice thereof, or Freddie Mac’s reasonable determination for any reason that the safety or security of Note Files is in jeopardy; or (vii) a material failure by Designated Custodian to comply with the security requirements for the Vault. In such event, Designated Custodian shall promptly comply with Freddie Mac’s written instructions.

Termination by Freddie Mac. At its sole discretion, Freddie Mac may, upon 30 days written notice to Seller/Servicer and Designated Custodian, terminate this Agreement (a “Termination Without Cause”) and require Seller/Servicer to transfer all Notes and Assignments to another Document Custodian and/or and the related Assignments to Seller/Servicer within 30 days of the date of such notice. Notwithstanding any other right of Freddie Mac to require Seller/Servicer to discontinue the use of a Document Custodian, Freddie Mac may give notice that it will terminate this Agreement and require that all Notes and Assignments to be transferred immediately to another Document Custodian, or the Notes as directed by Freddie Mac and the related Assignments to Seller/Servicer, immediately upon occurrence of any of the following (a “Termination With Cause”): (i) disqualification or suspension of Seller/Servicer pursuant to the Guide, or upon a determination by Freddie Mac that Seller/Servicer’s performance has been unsatisfactory or that Seller/Servicer has failed to meet Freddie Mac’s eligibility standards; (ii) material failure of Designated Custodian to meet Freddie Mac’s document custodian eligibility requirements or any material criterion for note custody; (iii) Freddie Mac’s reasonable determination that either (A) Designated CustodianXxxxxxxxx’s performance with respect to Note Files does not conform in one or more material respects to the performance requirements in the Guide or the Handbook, or (B) Designated Custodian has, for a prolonged period, materially failed to comply with one or more of the Service Levels; (iv) any other circumstance with respect to Designated Custodian or Note Files that materially adversely affects, or is reasonably likely to adversely affect, a material number of Note Files or the interests of Freddie Mac; (v) Freddie Mac’s substantial modification of its requirements for the custody of Note Files such that Designated Custodian is, or would be, unable to comply therewith or to qualify thereunder in material respects adverse to Freddie Mac’s interests hereunder; (vi) the occurrence of a default or event of default under the Guide directly resulting from any action or inaction by Designated Custodian and delivery to the Designated Custodian of a notice thereof, or Freddie Mac’s reasonable determination for any reason that the safety or security of Note Files is in jeopardy; or (vii) a material failure by Designated Custodian to comply with the security requirements for the VaultVaults. In such event, Designated Custodian shall promptly comply with Freddie Mac’s written instructions.

Termination by Freddie Mac. At its sole discretion, Freddie Mac may, upon 30 days written notice to Seller/Servicer and Designated Custodian, terminate this Agreement (a “Termination Without Cause”) and require Seller/Servicer to transfer all Notes and Assignments to another Document Custodian and/or the related Assignments to Seller/Servicer within 30 days of the date of such notice. Notwithstanding any other right of Freddie Mac to require Seller/Servicer to discontinue the use of a Document Custodian, Freddie Mac may give notice that it will terminate this Agreement and require that all Notes and Assignments to be transferred immediately to another Document Custodian, or the Notes as directed by Freddie Mac and the related Assignments to Seller/Servicer, immediately upon occurrence of any of the following (a “Termination With Cause”): (i) disqualification or suspension of Seller/Servicer pursuant to the Guide, or upon a determination by Freddie Mac that Seller/Servicer’s performance has been unsatisfactory or that Seller/Servicer has failed to meet Freddie Mac’s eligibility standards; (ii) material failure of Designated Custodian to meet Freddie Mac’s document custodian eligibility requirements or any material criterion for note custody; (iii) Freddie Mac’s reasonable determination that either (A) Designated Custodian’s performance with respect to Note Files does not conform in one or more material respects to the performance requirements in the Guide or the Handbook, or (B) Designated Custodian has, for a prolonged period, materially failed to comply with one or more of the Service Levels; (iv) any other circumstance with respect to Designated Custodian or Note Files that materially adversely affects, or is reasonably likely to adversely affect, a material number of Note Files or the interests of Freddie Mac; (v) Freddie Mac’s substantial modification of its requirements for the custody of Note Files such that Designated Custodian is, or would be, unable to comply therewith or to qualify thereunder in material respects adverse to Freddie Mac’s interests hereunder; (vi) the occurrence of a default or event of default under the Guide directly resulting from any action or inaction by Designated Custodian and delivery to the Designated Custodian of a notice thereof, or Freddie Mac’s reasonable determination for any reason that the safety or security of Note Files is in jeopardy; or (vii) a material failure by Designated Custodian to comply with the security requirements for the VaultVaults. In such event, Designated Custodian shall promptly comply with Freddie Mac’s written instructions.