Control Failure definition
Control Failure means, with respect to an eNote, (i) if the Controller status of the eNote shall not have been transferred to Buyer, (ii) Buyer shall otherwise not be designated as the Controller of such eNote in the MERS eRegistry (other than pursuant to a Bailee Letter), (iii) if the eVault shall have released the Authoritative Copy of an eNote in contravention of the requirements of the Custodial Agreement, or (iv) if the Custodian initiated any changes on the MERS eRegistry in contravention of the terms of the Custodial Agreement.
Control Failure has the meaning assigned to such term in the Custodial Agreement.
Control Failure means, with respect to an eNote, the failure of the Controller status of the eNote in the MERS eRegistry to reflect Administrative Agent’s MERS Org ID as a result of an unauthorized Transfer of Control or unauthorized Transfer of Control and Location, in either case, initiated by Custodian or through Custodian’s system, in contravention of the terms of this Agreement; provided that (i) Custodian delivered the most recent Custodial Asset Schedule and exception report reflecting the Location status of the eNote as the Custodian’s MERS Org ID and the Controller status of the eNote as Administrative Agent’s MERS Org ID and (ii) the Controller status and Location status of such eNote have not been transferred pursuant to (x) a Request for Release of Documents (as defined in the Custodial Agreement) or (y) Administrative Agent’s written request or instruction.
Examples of Control Failure in a sentence
Seller shall furnish to Administrative Agent written notice immediately upon Seller becoming aware of any Control Failure with respect to a Purchased Mortgage Loan that is an eMortgage Loan or any eNote Replacement Failure.
If, within twelve (12) months of the date of the Bid, the Company has not obtained Control over ORL (the “Control Failure Date”), then Linura will have the right to cause Scailex to purchase all of its Ordinary Shares in the Company by delivering written notice to Scailex within thirty (30) days following the Control Failure Date (the “First Put Option”).
If Linura does not exercise the First Put Option within thirty (30) days of the Control Failure Date, then Scailex shall have the right to purchase all of Linura’s Ordinary Shares by delivering written notice to Linura before the sixtieth (60th) day following the Control Failure Date.
Seller shall immediately notify Buyer and Agent upon becoming aware of any Control Failure, eNote Replacement Failure or Unauthorized Servicing Modification with respect to eNotes that are Purchased Loans, other than with respect to any such Control Failure, eNote Replacement Failure or Unauthorized Servicing Modification (i) related to eNotes that are Purchased Loans with an aggregate Purchase Price that is less than $3,000,000 and (ii) that is due to an administrative error that is promptly cured.
More Definitions of Control Failure
Control Failure means, with respect to an eNote, (a) if the Controller status of the eNote shall not have been transferred to (i) other than with respect to a ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Pooled Loan, Buyer and (ii) with respect to a ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Pooled Loan, Sellers, (b) (i) other than with respect to a ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Pooled Loan, Buyer shall otherwise not be designated as the Controller of such eNote in the MERS eRegistry (other than pursuant to a Bailee Letter) and (ii) with respect to a ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Pooled Loan, Sellers shall otherwise not be designated as the Controller of such eNote in the MERS eRegistry, (c) if the eVault shall have released the Authoritative Copy of an eNote in contravention of the requirements of the Custodial Agreement, or (d) if the Custodian initiated any changes on the MERS eRegistry in contravention of the terms of the Custodial Agreement.
Control Failure means with respect to an eNote, (i) the Administrative Agent shall not be designated as the Controller of such eNote in the MERS eRegistry by the Controller Status Transfer Deadline, (ii) the eVault shall have released the Authoritative Copy of an eNote without the prior direction of the Administrative Agent, or (iii) if the Custodian initiated any changes on the MERS eRegistry in contravention of the terms of the Custody Agreement.
Control Failure means, with respect to an eMortgage, (i) Buyer shall not be designated as the Controller of the eNote in the MERS eRegistry by the Controller Status Transfer Deadline, (ii) the Custodian shall not be designated as the Location and Delegatee or the eNote in the MERS eRegistry by the Controller Status Transfer Deadline, (iii) the eVault shall have released the Authoritative Copy of an eNote without the prior direction of Buyer or the Custodian, or (iv) if the Custodian initiated any changes on the MERS eRegistry in contravention of the terms of the Custodial Agreement.
Control Failure means, with respect to any eMortgage Loan, the occurrence of any event or condition while such eMortgage Loan is subject to a Transaction which results in the Custodian not having Control of the eNote evidencing such eMortgage Loan or the Custodian not being the Controller of such eNote, excluding, however, any Transfer of Control intentionally made by the Custodian pursuant to this Agreement or any other Transaction Documents, including in conjunction with the sale, conveyance or other disposition of such eMortgage Loan.
Control Failure means, with respect to an eNote, (a) if the Controller status of the eNote shall not have been transferred to (i) other than with respect to a Ginnie Mae eNote Pooled Loan, Buyer and (ii) with respect to a Ginnie Mae eNote Pooled Loan, Seller, (b) (i) other
Control Failure means, with respect to an eNote, the failure of the Controller status of the eNote in the MERS eRegistry to reflect Administrative Agent’s MERS Org ID as a result of an unauthorized Transfer of Control or unauthorized Transfer of Control and Location, in either case, initiated by Custodian in contravention of the terms of the Custodial Agreement
Control Failure means, with respect to any eMortgage Loan, the occurrence of any event or condition while such eMortgage Loan is subject to a Transaction which results in the Custodian not having Control of the eNote evidencing such eMortgage Loan or the Custodian not being the Controller of such eNote, excluding, however, any Transfer of Control intentionally made by Custodian pursuant to this Agreement or any other Transaction Documents, including in conjunction with the sale, conveyance or other disposition of such eMortgage Loan. “Controller” means, with respect to an eNote, the party designated in the MERS eRegistry as the “Controller,” and who in such capacity shall be deemed to be “in control” or to be the “controller” of such eNote within the meaning of UETA or E-SIGN, as applicable. “Corporation Tax Treatment Certificate” is defined in Section 7.5(a). “Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement for the purpose of hedging the currency risk associated with the Seller’s and its Subsidiaries’ operations and not for speculative purposes. “Custodian” means Truist Bank, as Custodian under the Custody Agreement, or any successor custodian under the Custody Agreement acceptable to the Agent. “Custodian’s Fees” means the fees to be paid by the Seller to the Custodian for its services under the Custody Agreement as provided for in the Custody Agreement or by a separate agreement. Such fees are separate from and in addition to other fees to be paid to the Buyers and the Agent provided for in this Agreement. “Custody Agreement” means the Custody Agreement dated as of August 16, 2023 by and among the Agent, the Seller and the Custodian, as it may be supplemented, amended or restated from time to time. “Customer” means and includes each maker of a Mortgage Note and each cosigner, guarantor, endorser, surety and assumptor thereof, and each mortgagor or grantor under a Mortgage, whether or not such Person has personal liability for its payment of the Mortgage Loan evidenced or secured thereby, in whole or in part. “Daily Adjusting Term SOFR Rate” means, for any day, the rate per annum equal to the Term SOFR Screen Rate at or about 8:00 a.m. (Houston, Texas time) (or as soon thereafter as practical) on such day with a term of one (1) month; provided that, except for a determination by Agent pursuant to Section 6 herein, if such rate is not published on ...