Claims Event

Claims Event

Each of the following shall constitute a "Claims Event," as determined by Freddie Mac, such determination being conclusive, absent Freddie Mac's bad faith: Any Unauthorized Servicing Transfer, either in a single transaction or cumulatively over a series of transactions during any 180-day period, that results in the transfer of all or, in Freddie Mac's sole determination, substantially all of the Seller/Servicer's Servicing Contract Rights or the Seller/Servicer's Freddie Mac Servicing portfolio; The initiation of a Subsequent Transfer of Servicing (STOS) request (as further described below) or the execution and submission of one of more STOS Agreements (as defined in Section 7101.2), including any negotiated STOS Agreement, Voluntary Partial Cancelation Agreement, or Voluntary Full Cancelation Agreement either in a single transaction or cumulatively over a series of transactions during any 180-day period, that upon consummation would result in the transfer of all or substantially all of the Seller/Servicer's Servicing Contract Rights or Seller/Servicer's Freddie Mac Servicing portfolio; Actual insolvency of the Seller or the Servicer, its parent or an affiliate or subsidiary of the Seller or the Servicer; The filing of a voluntary petition by the Seller or the Servicer, its parent or an affiliate or subsidiary of the Seller or the Servicer under federal bankruptcy or State insolvency laws; The filing of an answer by the Seller or the Servicer, its parent or an affiliate or subsidiary of the Seller or the Servicer, in an involuntary proceeding admitting insolvency or inability to pay debts; The adjudication of the Seller or Servicer, its parent or an affiliate or subsidiary of the Seller or the Servicer, as bankrupt; The appointment of a trustee or receiver for the Seller or the Servicer or its property, or for its parent, an affiliate or subsidiary of the Seller or the Servicer or for the property of such entities; The execution by the Seller or the Servicer, its parent or an affiliate or subsidiary of the Seller or the Servicer, of an assignment for the benefit of creditors; The failure of the Seller or the Servicer, its parent or an affiliate or subsidiary of the Seller or the Servicer, to obtain a vacation or stay of involuntary proceedings brought for its reorganization, dissolution or liquidation within the time allotted under applicable law; Any event of default under any collateral pledge agreement between the Seller/Servicer and Freddie Mac, or Freddie Mac's exercise of any remedies to collect, enforce, or satisfy its interest in any collateral pledged to Freddie Mac by the Seller/Servicer; Failure by the Seller/Servicer to comply with any remedy or action required or imposed by Freddie Mac under Section 3601.1(a) or (b), including the failure to post collateral, in cash or cash equivalent, if required by Freddie Mac; Termination in whole or in part of the Servicing Contract; Disqualification or suspension of the Seller/Servicer as a Seller or Service; Notification of intent to disqualify or suspend a Seller or Servicer under Section 2301.1(c); and Termination of the Seller/Servicer as a Seller or Servicer For purposes of this definition, the initiation of a "STOS request" means a Seller/Servicer's completion of the fields in the "Create a new STOS" request screen on the "Manage Portfolio" tab in Servicing Transfer Manager and the submission of that data and the Proposed Mortgage List to Freddie Mac as described in Section 7101.1(b)(ii). In its sole discretion, Freddie Mac may declare any other basis for disqualification or suspension under Section 2301.1(b)(i) as the trigger for a "Claims Event."