Servicing Terminations and Transfers Sample Clauses

Servicing Terminations and Transfers. In the event that the Master Servicer terminates a Primary Servicer, or servicing with respect to one or more Mortgage Loans is transferred to another Primary Servicer, the terminated or transferring Primary Servicer will not be entitled to receive Servicing Fees contemplated by paragraph (a) of Subsection 5.1(6), any additional servicing compensation of the types contemplated by paragraph (c) of Subsection 5.1(6) or any portion of any Excess Spread for services after the effective date of the termination or transfer. The Master Servicer will, as soon as practicable, find a replacement Primary Servicer. In its agreement with any replacement Primary Servicer, the Master Servicer may vary the allocation of the Spread for related Mortgage Loans among the Servicing Fee, Excess Spread and (but only with the consent of the Guarantor unless a Guarantor Event of Default has occurred and has not been cured) the Guaranty Fee. Until such time as a permanent replacement is engaged, the Master Servicer will appoint (or act as) and pay the Person serving as an interim servicer, and may make or authorize such payment out of the available Spread on the Mortgage Loans being serviced. If the Master Servicer collects a payment from a successor Primary Servicer in connection with the appointment of the successor Primary Servicer, the Master Servicer is entitled to keep the payment.‌
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Servicing Terminations and Transfers. In the event that the Master Servicer terminates a Direct Servicer, or servicing with respect to one or more Mortgage Loans is transferred to another Direct Servicer, the terminated or transferring Direct Servicer will not be entitled to receive Servicing Fees contemplated by paragraph (a) of Subsection 5.1(6), any LPMI Charges, any additional servicing compensation of the types contemplated by paragraph (c) of Subsection 5.1(6) or any portion of any Excess Spread for services after the effective date of the termination or transfer. The terms of the transfer of servicing to a successor Direct Servicer will determine whether the successor Direct Servicer will have any right to any Designated Excess Spread designated by the transferring Direct Servicer. Unless the Designated Excess Spread is transferred to the successor Direct Servicer, the Direct Servicer that made the designation will continue to receive the Designated Excess Spread in accordance with the terms of the designation, provided that, from and after the effective date of any termination of the Direct Servicer that made the designation, the Issuer (or its designee) will be entitled to receive the Designated Excess Spread unless and until the Designated Excess Spread becomes Securitized Excess Spread. Furthermore, if the related Servicing Contract so provides, a terminated Direct Servicer, within 60 days (or such other period as may be specified in the related Servicing Contract) after the effective date of the servicing termination, will transfer all of the Designated Excess Spread, if any, with respect to the Mortgage Loans serviced by that Direct Servicer, at its option, either (x) to the Issuer for deposit to an Other ▇▇▇▇▇▇ ▇▇▇ Trust or (y) to the Issuer for the Issuer’s own account. The Master Servicer will, as soon as practicable, find a replacement Direct Servicer. In its agreement with any replacement Direct Servicer, the Master Servicer may vary the allocation of the Spread for related Mortgage Loans among the Servicing Fee, Excess Spread, LPMI Charges and (but only with the consent of the Guarantor unless a Guarantor Event of Default has occurred and has not been cured) the Guaranty Fee. Until such time as a permanent replacement is engaged, the Master Servicer will appoint (or act as) and pay the Person serving as an interim servicer, and may make or authorize such payment out of the available Spread on the Mortgage Loans being serviced. If the Master Servicer collects a payment from a...
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Servicing Terminations and Transfers. In the event that the Master Servicer terminates a Direct Servicer, or servicing with respect to one or more Mortgage Loans is transferred to another Direct Servicer, the terminated or transferring Direct Servicer will not be entitled to receive Servicing Fees contemplated by paragraph (a) of Subsection 5.1(6), any LPMI Charges, any additional servicing compensation of the types contemplated by paragraph (c) of Subsection 5.1(6) or any portion of any Excess Spread for services after the effective date of the termination or transfer. In its agreement with any replacement Direct Servicer, the Master Servicer may vary the allocation of the Spread for related Mortgage Loans among the Servicing Fee, Excess Spread, LPMI Charges and (but only with the consent of the Guarantor unless a Guarantor Event of Default has occurred and has not been cured) the Guaranty Fee. Until such time as a permanent replacement is engaged, the Master Servicer will appoint (or act as) and pay the Person serving as an interim servicer, and may make or authorize such payment out of the available Spread on the Mortgage Loans being serviced. If the Master Servicer collects a payment from a successor Direct Servicer in connection with the appointment of the successor Direct Servicer, the Master Servicer is entitled to keep the payment.
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Related to Servicing Terminations and Transfers

  • Servicing Termination The Seller and the Trust hereby appoint Credit Acceptance as Servicer hereunder and Credit Acceptance hereby accepts such appointment and agrees to manage, collect and administer each of the Loans as Servicer. Upon the occurrence of a Servicer Default, the Indenture Trustee shall have the rights set forth in Section 8.01 hereof.

  • 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 warranty was incorrect shall not have been eliminated or otherwise cured for a period of thirty (30) days after the date on which written notice of such circumstance or condition, requiring the same to be eliminated or cured, 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 (iv) the entry of a decree or order by a court or agency or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver, liquidator or trustee for the Servicer in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding up or liquidation of its affairs, which decree or order continues unstayed and in effect for a period of sixty (60) consecutive days; or (v) the consent by the Servicer to the appointment of a conservator, receiver, liquidator or trustee in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to the Servicer or relating to substantially all of its property, the admission in writing by the Servicer of its inability to pay its debts generally as they become due, the filing by the Servicer of a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, the making by the Servicer of an assignment for the benefit of its creditors or the voluntary suspension by the Servicer of payment of its obligations. If an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor, the Administrator and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders), may terminate all of the rights and obligations of the Servicer under this Agreement; provided, however, that the indemnification obligations of the Servicer under Section 7.2 shall survive such termination. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates, the Trust Property or otherwise, shall pass to and be vested in the Indenture Trustee or other successor Servicer appointed under Section 8.2; provided, however, that the Indenture Trustee or such other successor Servicer shall have no liability with respect to any obligation that was required to be performed by the terminated Servicer prior to the appointment of the Indenture Trustee or such other successor Servicer or any claim of any third party based on any alleged action or inaction of the terminated Servicer. (b) The Indenture Trustee and the Owner Trustee shall have no obligation to notify the Noteholders, the Certificateholders or any other Person of the occurrence of any event specified in Section 8.1(a) prior to the continuance of such event through the end of any cure period specified in Section 8.1(a).

  • Waiver of Past Events of Servicing Termination The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may, on behalf of all Noteholders, waive any Event of Servicing Termination and its consequences, except an event resulting from the failure to make any required deposits to or payments from the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account in accordance with this Agreement. Upon any such waiver of an Event of Servicing Termination, such event shall cease to exist, and shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other event or impair any right arising therefrom, except to the extent expressly so waived.

  • Master Servicing; Termination of Servicer ▇▇▇▇▇▇, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to enforce ▇▇▇▇▇▇’▇ obligation to service the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on behalf of the Trustee and the Trust Fund, shall have the same rights (but not the obligations) as the Purchaser to enforce the obligations of ▇▇▇▇▇▇ under the Purchase Agreement and unless otherwise specified in Exhibit One to this Agreement, references to the “Initial Purchaser” or the “Purchaser” in the Purchase Agreement shall be deemed to refer to the Master Servicer (including the Trustee and the Trust Fund on whose behalf the Master Servicer is acting); provided, however, that any obligation of the Purchaser to pay or reimburse ▇▇▇▇▇▇ shall be satisfied solely from funds available for such purposes in the Custodial Account or the Trust Fund pursuant to the Pooling and Servicing Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of ▇▇▇▇▇▇ under this Agreement upon the occurrence of an Event of Default under Section 15.01 of the Purchase Agreement (as modified by this Agreement). Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee be required to assume any of the obligations of the Purchaser under the Purchase Agreement and, in connection with the performance of the Master Servicer’s duties hereunder, the parties and other signatories hereto agree that the Master Servicer shall be entitled to all the rights, protections and limitations of liability afforded to the Master Servicer under the Pooling and Servicing Agreement.

  • Termination and Substitution of Servicing Agreements Upon the occurrence of any event for which a Servicer may be terminated pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver to the Seller and the Trustee an Officer's Certificate certifying that an event has occurred which may justify termination of such Servicing Agreement, describing the circumstances surrounding such event and recommending what action should be taken by the Trustee with respect to such Servicer. If the Master Servicer recommends that such Servicing Agreement be terminated, the Master Servicer's certification must state that the breach is material and not merely technical in nature. Upon written direction of the Master Servicer, based upon such certification, the Trustee shall promptly terminate such Servicing Agreement. Notwithstanding the foregoing, in the event that (i) WFHM fails to make any advance, as a consequence of which the Trustee is obligated to make an advance pursuant to Section 3.03 and (ii) the Trustee provides WFHM written notice of the failure to make such advance and such failure shall continue unremedied for a period of 15 days after receipt of such notice, the Trustee shall terminate the WFHM Servicing Agreement without the recommendation of the Master Servicer. The Master Servicer shall indemnify the Trustee and hold it harmless from and against any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of, or assessed against the Trustee in connection with termination of such Servicing Agreement at the direction of the Master Servicer. If the Trustee terminates such Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement with the Master Servicer or, at the Master Servicer's nomination, with another mortgage loan service company acceptable to the Trustee, the Master Servicer and each Rating Agency under which the Master Servicer or such substitute servicer, as the case may be, shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such terminated Servicing Agreement. Until such time as the Trustee enters into a substitute servicing agreement with respect to the Mortgage Loans previously serviced by such Servicer, the Master Servicer shall assume, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under its terminated Servicing Agreement. However, in no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to advance payments of principal and interest on a delinquent Mortgage Loan in excess of the Master Servicer's independent Periodic Advance obligation under Section 3.03 of this Agreement. As compensation for the Master Servicer of any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which a Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.