Common use of Termination by Xxxxxxx Mac Clause in Contracts

Termination by Xxxxxxx Mac. At its sole discretion, Xxxxxxx Mac may, following 30 days written notice to the Seller/Servicer and the Custodian, terminate this Agreement and require Seller/Servicer to cause all Notes and Assignments to be transferred within 30 days to another custodian or the Notes to be transferred to DCS and the related Assignments to the Seller/Servicer. Notwithstanding any other right of Xxxxxxx Mac to require the Seller/Servicer to discontinue the use of a custodian, Xxxxxxx Mac reserves the right to terminate immediately this Agreement and cause all Notes and Assignments to be immediately transferred to another custodian or the Notes to Xxxxxxx Mac and the related Assignments to the Seller/Servicer, upon occurrence of any of the following: (1) disqualification or suspension of Seller/Servicer pursuant to the Guide, or such other determination by Xxxxxxx Mac that the performance of Seller/Servicer has been unsatisfactory, or that Seller/Servicer has failed to meet eligibility standards; (2) Custodian does not meet the document custodian eligibility requirements pursuant to the Guide or under any of Xxxxxxx Mac's criteria for note custodianship; (3) Xxxxxxx Mac determines that the performance of the Custodian with respect to the Notes or Assignments has been unsatisfactory; (4) any other circumstance has occurred with respect to the Custodian, the Notes or the Assignments that adversely affects the Notes, the Assignments or the interests of Xxxxxxx Mac; (5) Xxxxxxx Mac modifies or terminates its requirements for the custody of Notes and Assignments; or (6) Xxxxxxx Mac advises Custodian that a default has occurred under, or in connection with, the Purchase Documents, or if for any reason Xxxxxxx Mac determines that the safety or security of the Notes or Assignments is in jeopardy and so advises the Custodian. In any such event, Custodian shall comply with such requirements as Xxxxxxx Mac shall make, including, but not limited to, immediately delivering to Xxxxxxx Mac or its designee all of the Notes and Assignments in its custody.

Termination by Xxxxxxx Mac. At its sole discretion, Xxxxxxx Mac may, following 30 days written notice to the Seller/Servicer and the Custodian, terminate this Agreement and require Seller/Servicer to cause all Notes and Assignments to be transferred within 30 days to another custodian or the Notes to be transferred to DCS and the related Assignments to the Seller/Servicer. Notwithstanding any other right of Xxxxxxx Mac to require the Seller/Servicer to discontinue the use of a document custodian, including termination without cause as set forth in Guide Section 2202.6(b), Xxxxxxx Mac reserves the right to may terminate immediately this Agreement and cause require that all Notes and Assignments to be immediately transferred to another a new document custodian and the Assignments be transferred to such new document custodian or the Notes to Xxxxxxx Mac and the related Assignments to the Seller/Servicer, upon occurrence of any of the followingServicer immediately upon: (1) disqualification (A) the disqualification, suspension or suspension termination of Seller/Servicer pursuant to the Guideas a Xxxxxxx Mac seller/servicer, or such other (B) a determination by Xxxxxxx Mac that the performance of Seller/Servicer Servicer’s performance has been unsatisfactory, unsatisfactory or that Seller/Servicer has failed to meet eligibility standards; (2) the failure of Document Custodian does not to meet the Xxxxxxx Mac’s document custodian eligibility requirements pursuant to the Guide or under any of Xxxxxxx Mac's criteria criterion for note custodianshipcustody; (3) Xxxxxxx Mac determines Mac’s determination that the Document Custodian’s performance of the Custodian with respect to the Notes or Assignments has been unsatisfactory; (4) any other circumstance has occurred with respect to the Document Custodian, the Notes or the any Assignments that adversely affects the Notesaffects, or is reasonably likely to affect adversely, the Assignments Notes or the interests of Xxxxxxx Mac; (5) Xxxxxxx Mac modifies or terminates Mac’s substantial modification of its requirements for the custody of Notes and Assignments; or (6) Xxxxxxx Mac advises Mac’s notice to Document Custodian that a default or event of default has occurred under, or in connection with, with the Guide or Seller/Servicer’s other Purchase Documents, or if Xxxxxxx Mac’s determination for any reason Xxxxxxx Mac determines that the safety or security of the Notes or Assignments is in jeopardy and so advises the Custodianjeopardy. In any such event, Document Custodian shall promptly comply with such requirements as Xxxxxxx Mac shall make, including, but not limited to, immediately delivering to Xxxxxxx Mac or its designee all of the Notes and Assignments in its custodyMac’s instructions.

Termination by Xxxxxxx Mac. At its sole discretion, Xxxxxxx Mac may, following upon 30 days written notice to the Seller/Servicer and the Designated Custodian, terminate this Agreement (a “Termination Without Cause”) and require Seller/Servicer to cause transfer all Notes and Assignments to be transferred within 30 days to another custodian or the Notes to be transferred to DCS and Custodian and/or the related Assignments to the Seller/ServicerServicer within 30 days of the date of such notice. Notwithstanding any other right of Xxxxxxx Mac to require the Seller/Servicer to discontinue the use of a custodianDocument Custodian, Xxxxxxx Mac reserves the right to may give notice that it will terminate immediately this Agreement and cause require that all Notes and Assignments to be transferred immediately transferred to another custodian Document Custodian, or the Notes to as directed by Xxxxxxx Mac and the related Assignments to the Seller/Servicer, immediately upon occurrence of any of the following:following (a “Termination With Cause”): (1i) disqualification or suspension of Seller/Servicer pursuant to the Guide, or such other upon a determination by Xxxxxxx Mac that the performance of Seller/Servicer Servicer’s performance has been unsatisfactory, or that Seller/Servicer has failed to meet Xxxxxxx Mac’s eligibility standards; (2ii) material failure of Designated Custodian does not to meet the Xxxxxxx Mac’s document custodian eligibility requirements pursuant or any material criterion for note custody; (iii) Xxxxxxx 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 under any the Handbook, or (B) Designated Custodian has, for a prolonged period, materially failed to comply with one or more of Xxxxxxx Mac's criteria for note custodianshipthe Service Levels; (3) Xxxxxxx Mac determines that the performance of the Custodian with respect to the Notes or Assignments has been unsatisfactory; (4iv) any other circumstance has occurred with respect to the CustodianDesignated Custodian or Note Files that materially adversely affects, the Notes or the Assignments that is reasonably likely to adversely affects the Notesaffect, the Assignments a material number of Note Files or the interests of Xxxxxxx Mac; (5v) Xxxxxxx Mac modifies or terminates Mac’s substantial modification of its requirements for the custody of Notes and Assignments; orNote Files such that Designated Custodian is, or would be, unable to comply therewith or to qualify thereunder in material respects adverse to Xxxxxxx Mac’s interests hereunder; (6vi) Xxxxxxx Mac advises Custodian that the occurrence of a default has occurred underor 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 in connection with, the Purchase Documents, or if Xxxxxxx Mac’s reasonable determination for any reason Xxxxxxx Mac determines that the safety or security of the Notes or Assignments Note Files is in jeopardy and so advises jeopardy; or (vii) a material failure by Designated Custodian to comply with the Custodiansecurity requirements for the Vaults. In any such event, Designated Custodian shall promptly comply with such requirements as Xxxxxxx Mac shall make, including, but not limited to, immediately delivering to Xxxxxxx Mac or its designee all of the Notes and Assignments in its custodyMac’s written instructions.

Termination by Xxxxxxx Mac. At its sole discretion, Xxxxxxx Mac may, following upon 30 days written notice to the Seller/Servicer and the Designated Custodian, terminate this Agreement (a “Termination Without Cause”) and require Seller/Servicer to cause transfer all Notes and Assignments to be transferred within 30 days to another custodian or the Notes to be transferred to DCS and Document Custodian and/or the related Assignments to the Seller/ServicerServicer within 30 days of the date of such notice. Notwithstanding any other right of Xxxxxxx Mac to require the Seller/Servicer to discontinue the use of a custodianDocument Custodian, Xxxxxxx Mac reserves the right to may give notice that it will terminate immediately this Agreement and cause require that all Notes and Assignments to be transferred immediately transferred to another custodian Document Custodian, or the Notes to as directed by Xxxxxxx Mac and the related Assignments to the Seller/Servicer, immediately upon occurrence of any of the following:following (a “Termination With Cause”): (1i) disqualification or suspension of Seller/Servicer pursuant to the Guide, or such other upon a determination by Xxxxxxx Mac that the performance of Seller/Servicer Servicer’s performance has been unsatisfactory, unsatisfactory or that Seller/Servicer has failed to meet Xxxxxxx Mac’s eligibility standards; (2ii) material failure of Designated Custodian does not to meet the Xxxxxxx Mac’s document custodian eligibility requirements pursuant or any material criterion for note custody; (iii) Xxxxxxx 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 under any the Handbook, or (B) Designated Custodian has, for a prolonged period, materially failed to comply with one or more of Xxxxxxx Mac's criteria for note custodianshipthe Service Levels; (3) Xxxxxxx Mac determines that the performance of the Custodian with respect to the Notes or Assignments has been unsatisfactory; (4iv) any other circumstance has occurred with respect to the CustodianDesignated Custodian or Note Files that materially adversely affects, the Notes or the Assignments that is reasonably likely to adversely affects the Notesaffect, the Assignments a material number of Note Files or the interests of Xxxxxxx Mac; (5v) Xxxxxxx Mac modifies or terminates Mac’s substantial modification of its requirements for the custody of Notes and Assignments; orNote Files such that Designated Custodian is, or would be, unable to comply therewith or to qualify thereunder in material respects adverse to Xxxxxxx Mac’s interests hereunder; (6vi) Xxxxxxx Mac advises Custodian that the occurrence of a default has occurred underor 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 in connection with, the Purchase Documents, or if Xxxxxxx Mac’s reasonable determination for any reason Xxxxxxx Mac determines that the safety or security of the Notes or Assignments Note Files is in jeopardy and so advises jeopardy; or (vii) a material failure by Designated Custodian to comply with the Custodiansecurity requirements for the Vault. In any such event, Designated Custodian shall promptly comply with such requirements as Xxxxxxx Mac shall make, including, but not limited to, immediately delivering to Xxxxxxx Mac or its designee all of the Notes and Assignments in its custodyMac’s written instructions.

Termination by Xxxxxxx Mac. At its sole discretion, Xxxxxxx Mac may, following upon 30 days written notice to the Seller/Servicer and the Designated Custodian, terminate this Agreement (a “Termination Without Cause”) and require Seller/Servicer to cause transfer all Notes and Assignments to be transferred within 30 days to another custodian or the Notes to be transferred to DCS Document Custodian and the related Assignments to the Seller/ServicerServicer within 30 days of the date of such notice. Notwithstanding any other right of Xxxxxxx Mac to require the Seller/Servicer to discontinue the use of a custodianDocument Custodian, Xxxxxxx Mac reserves the right to may give notice that it will terminate immediately this Agreement and cause require that all Notes and Assignments to be transferred immediately transferred to another custodian Document Custodian, or the Notes to as directed by Xxxxxxx Mac and the related Assignments to the Seller/Servicer, immediately upon occurrence of any of the following:following (a “Termination With Cause”): (1i) disqualification or suspension of Seller/Servicer pursuant to the Guide, or such other a determination by Xxxxxxx Mac that the performance of Seller/Servicer Servicer’s performance has been unsatisfactory, unsatisfactory or that Seller/Servicer has failed to meet Xxxxxxx Mac’s eligibility standards; (2ii) material failure of Designated Custodian does not to meet the Xxxxxxx Mac’s document custodian eligibility requirements pursuant or any material criterion for note custody; (iii) Xxxxxxx 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 under any the Handbook, or (B) Designated Custodian has, for a prolonged period, materially failed to comply with one or more of Xxxxxxx Mac's criteria for note custodianshipthe Service Levels; (3) Xxxxxxx Mac determines that the performance of the Custodian with respect to the Notes or Assignments has been unsatisfactory; (4iv) any other circumstance has occurred with respect to the CustodianDesignated Custodian or Note Files that materially adversely affects, the Notes or the Assignments that is reasonably likely to adversely affects the Notesaffect, the Assignments a material number of Note Files or the interests of Xxxxxxx Mac; (5v) Xxxxxxx Mac modifies or terminates Mac’s substantial modification of its requirements for the custody of Notes and Assignments; orNote Files such that Designated Custodian is, or would be, unable to comply therewith or to qualify thereunder in material respects adverse to Xxxxxxx Mac’s interests hereunder; (6vi) Xxxxxxx Mac advises Custodian that the occurrence of a default has occurred underor 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 in connection with, the Purchase Documents, or if Xxxxxxx Mac’s reasonable determination for any reason Xxxxxxx Mac determines that the safety or security of the Notes or Assignments Note Files is in jeopardy and so advises jeopardy; or (vii) a material failure by Designated Custodian to comply with the Custodiansecurity requirements for the Vaults. In any such event, Designated Custodian shall promptly comply with such requirements as Xxxxxxx Mac shall make, including, but not limited to, immediately delivering to Xxxxxxx Mac or its designee all of the Notes and Assignments in its custodyMac’s written instructions.