Events of Servicing Termination Sample Clauses
The 'Events of Servicing Termination' clause defines the specific circumstances under which a servicer’s rights and obligations under an agreement may be ended. Typically, this clause lists events such as failure to perform contractual duties, insolvency, or breaches of law that would trigger termination. By clearly outlining these triggers, the clause ensures that all parties understand when and how servicing can be discontinued, thereby providing a mechanism for early termination and protecting the interests of the parties if the servicer fails to meet its obligations.
Events of Servicing Termination. (a) The occurrence of any one of the following events shall constitute an event of servicing termination hereunder (each, an “Event of Servicing Termination”):
(i) any failure by the Servicer to deliver to the Owner Trustee, the Indenture Trustee, the Depositor, the Seller, each Paying Agent or the Rating Agencies the Servicer’s Certificate for any Collection Period, which failure shall continue unremedied beyond three (3) Business Days following the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Depositor, the Owner Trustee or the Indenture Trustee or to the Depositor, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, or any failure by the Servicer to make any required payment or deposit under this Agreement, which failure shall continue unremedied beyond five (5) Business Days following the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Depositor, the Owner Trustee or the Indenture Trustee or to the Depositor, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class; or
(ii) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement in this Agreement, which failure shall materially and adversely affect the rights of the Depositor or the Noteholders and shall continue unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Depositor, the Owner Trustee or the Indenture Trustee or to the Depositor, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class; or
(iii) any representation or warranty of the Servicer made in this Agreement or in any certificate delivered pursuant hereto or in connection herewith, other than any representation and warranty relating to a Receivable that has been purchased by the Servicer, proving to have been incorrect in any material respect as of the time when the same shall have been made, and the circumstance or condition in respect of which such representation or war...
Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing:
(i) Any failure by the Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of one Business Day after the date upon which written notice of such failure shall have been given to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 25% of the Principal Balance of the Notes instruct otherwise; or
(ii) 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 the Notes or in this Agreement, which failure continues unremedied for a period of 15 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Insurer or the Holders of Notes evidencing more than 25% of the Principal Balance of the Notes; or
(iii) The entry against the Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a Indenture Trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or
(iv) The consent by the Servicer to the appointment of a Indenture Trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations;
(v) the occurrence of an Event of Servicer Termination under the Insurance Agreement; then, and in each and every such case, so long as an Event of Servicing...
Events of Servicing Termination. 38 Section 6.02. Indenture Trustee to Act; Appointment of Successor..............................40 Section 6.03. Notification to Noteholders and the Transferor..................................41
Events of Servicing Termination. (a) If any one of the following events ("Event of Servicing Termination") shall occur and be continuing:
(i) The Master Servicer shall fail to deliver to the Indenture Trustee any proceeds or required payment, which failure continues unremedied for five Business Days following written notice to an Authorized Officer of the Master Servicer from the Indenture Trustee or from Class A Noteholders evidencing Percentage Interest aggregating not less than 25%.
(ii) The Master Servicer shall (I) apply for or consent to the appointment of a receiver, Indenture Trustee, liquidator or custodian or similar entity with respect to itself or its property, (II) admit in writing its inability to pay its debts generally as they become due, (III) make a general assignment for the benefit of creditors, (IV) be adjudicated a bankrupt or insolvent, (V) commence a voluntary case under the federal bankruptcy laws of the United States of America or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization or insolvency proceeding or (VI) take corporate action for the purpose of effecting any of the foregoing;
(iii) If without the application, approval or consent of the Master Servicer, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Master Servicer an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a Indenture Trustee, receiver, liquidator or custodian or similar entity with respect to the Master Servicer or of all or any substantial part of its assets, or other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Master Servicer in good faith, the same shall (A) result in the entry of an order for relief or any such adjudication or appointment or (B) continue undismissed or pending and unstayed for any period of seventy-five (75) consecutive days; or
(iv) The Master Servicer shall fail to cure any breach of any of its representations and warranties set forth in Section 3.2 which materially and adversely affects the...
Events of Servicing Termination. 41 Section 6.02. Indenture Trustee to Act; Appointment of Successor. ..................................
Events of Servicing Termination. 62 SECTION 9.2. Appointment of Successor.......................................................................64 SECTION 9.3. Payment of Servicing Fee; Repayment of Advances................................................64 SECTION 9.4. Notification to Certificateholders.............................................................64 SECTION 9.5. Waiver of Past Events of Servicing Termination.................................................65 ARTICLE X The Trustee
Events of Servicing Termination. (a) The Trustee (acting upon the request of the Owners of at least 50% of the Percentage Interests of the Offered Certificates then Outstanding with respect to either of the Mortgage Loan Groups) may immediately remove the Servicer or the Special Servicer (or both the Servicer and the Special Servicer in the case of clause (v)) as Servicer or Special Servicer of such Mortgage Loan Group upon the occurrence of any of the following events and the expiration of the related cure period:
(i) The Servicer or the Special Servicer, as applicable, shall fail to deliver to the Trustee any proceeds or required payment (including any Delinquency Advance or Compensating Interest payment), which failure continues unremedied for two Business Days following written notice to an Authorized Officer of the Servicer or the Special Servicer, as applicable, from the Trustee or from any Owner;
(ii) The Servicer or the Special Servicer, as applicable, shall (I) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or similar entity with respect to itself or its property, (II) admit in writing its inability to pay its debts generally as they become due, (III) make a general assignment for the benefit of creditors, (IV) be adjudicated a bankrupt or insolvent, (V) commence a voluntary case under the federal bankruptcy laws of the United States of America or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization or insolvency proceeding or (VI) take corporate action for the purpose of effecting any of the foregoing;
(iii) If without the application, approval or consent of the Servicer or the Special Servicer, as applicable, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Servicer or the Special Servicer, as applicable, an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator, custodian or similar entity with respect to the Servicer or the Special Servicer, as applicable, or of all or any substantial part of its assets, or o...
Events of Servicing Termination. 61 Section 9.2 Trustee to Act; Appointment of Successor Servicer..............63 Section 9.3 Effect of Servicing Transfer...................................63 Section 9.4 Notification to Certificateholders.............................64 Section 9.5 Waiver of Past Events of Servicing Termination.................64 Section 9.6
Events of Servicing Termination. If any one of the following events (“Events of Servicing Termination”) shall occur and be continuing:
(i) any failure by the Servicer to deposit in the Collection Account or the Distribution Account any deposit required to be made under the terms of this Agreement, which failure continues unremedied for (A) two Business Days after the giving of written notice of any such failure to the Servicer by a Responsible Officer of the Indenture Trustee with knowledge thereof, or to the Servicer and the Indenture Trustee by the Insurer or the Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25% of the aggregate Class A Note Principal Balance or (B) for a period of five Business Days after the date upon which such deposit was required to be made, irrespective of whether the notice described in Clause (A) was provided; or
(ii) (A) the failure by the Servicer to make any required Servicing Advance which failure continues unremedied for a period of 5 days, or, (B) except as otherwise described in subclause (vi) below, the failure by the Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Servicer as set forth in this Agreement (except with respect to a failure related to a Limited Exchange Act Reporting Obligation), which failure materially and adversely affects the interests of the Class A Noteholders or the Insurer and continues unremedied for a period of five (5) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Insurer or by the Holders of Class A Notes representing not less than 25% of the aggregate Class A Note Principal Balance; or
(iii) failure by the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (except with respect to a failure related to a Limited Exchange Act Reporting Obligation) which continues unremedied for a period of [30] days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Master Servicer; provided that the [thirty-day] cure period shall not apply to the failure to comply with the requirements set forth in Section 6.02, Section 6.04, Section 7.02 or Article X, for which the grace period shall not excee...
Events of Servicing Termination. Events of Servicing Termination.............................53 Section 12.2 Trustee to Act; Appointment of Successor....................55 Section 12.3