Common use of Servicer Default Clause in Contracts

Servicer Default. (a) If any one of the following events ("Servicer Default") ---------------- shall occur and be continuing: (i) any failure by the Servicer to deliver to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement that shall continue unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (ii) any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, set forth in the Notes or in this Agreement, which failure shall (a) materially and adversely affect the rights of the Noteholders and (b) continue unremedied for a period of more than 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (iii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling 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 admission by the Servicer in writing 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 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; then, and in each and every case, so long as a Servicer Default shall not have been remedied, the Indenture Trustee or the Holders of Notes evidencing more than 50% of the Note Principal Balance (and to the Indenture Trustee if given by the Noteholders), may terminate all of the rights and obligations of the Servicer under this Agreement. (b) 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 or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1.

Servicer Default. (a) If any one of the following events (a "Servicer Default") ---------------- shall occur and be continuing: (ia) any failure by the Servicer to deliver to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or (i) to deliver to the Indenture Trustee for distribution to the Noteholders deposit in any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement Trust Accounts or the Certificate Distribution Account any required payment or (ii) to direct the Indenture Trustee to make any required distribution therefrom that shall continue unremedied for a period of more than three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or the Holders after discovery of Notes evidencing not less than 25% such failure by an officer of the Note Principal BalanceServicer; or (iib) any failure on the part of the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, Servicer or the Seller (as the case may be) set forth in the Notes this Agreement or in this Agreementany other Basic Document, which failure shall (ai) materially and adversely affect the rights of the Certificateholder or Noteholders and (bii) continue continues unremedied for a period of more than 30 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (zA) to the Servicer or the Seller, Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Outstanding Principal BalanceAmount of the Notes or the "Holder" (as defined in the Trust Agreement) of the Certificate; or (iiic) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; Seller or the admission by the Servicer in writing 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 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 obligationsServicer; then, and in each and every case, so long as a the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders of Class A Notes evidencing more not less than 5025% of the Note Outstanding Principal Balance Amount of such Notes, or if no Class A Notes are Outstanding, the Holders of Class B Notes evidencing not less than 25% of the Outstanding Principal Amount of such Notes, or if no Notes are Outstanding, either the Owner Trustee or the Holder of the Certificate, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), ) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. (b) . 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 Notes, the Certificate or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.18.02; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as and the case may be, is Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer Servicer, the Indenture Trustee and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. The Indenture All reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection (x) with transferring the computer or other records to the successor Servicer in the form requested and (y) amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1Agencies.

Servicer Default. (a) If any In case one or more of the following events of default by the Servicer ("each, a “Servicer Default"”) ---------------- shall occur and be continuing, that is to say: (i) any failure by the Servicer to deliver remit to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders Securities Administrator any proceeds or payment required to be so delivered made under the terms of the Notes and this Agreement that shall continue (including, but not limited to Advances) which continues unremedied for a period of more than three two Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal BalanceDays; or (ii) any failure on the part of the Servicer duly to observe or to perform in any material respect any other of the covenants or agreements of the Servicer, set forth in the Notes or this Agreement (other than those described in this Agreement, which failure shall clauses (aviii) materially and adversely affect the rights of the Noteholders and (bix) below), the breach of which has a material adverse effect on the Certificateholders and which continue unremedied for a period of more than 30 thirty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture TrusteeMaster Servicer, or (z) to the Servicer Securities Administrator or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal BalanceTrustee; or (iii) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, conservator or receiver or liquidator for the Servicer in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Servicer and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive sixty days; or (iv) the Servicer shall consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or the admission by or (v) the Servicer shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) the voluntary suspension Servicer attempts to assign its right to servicing compensation hereunder (other than any payment by the Servicer of payment any portion of the Servicing Fee to the Seller as provided in a separate side letter between the Seller and the Servicer) or the Servicer attempts to sell or otherwise dispose of all or substantially all of its obligationsproperty or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except, in each case as otherwise permitted herein; or (vii) the Servicer ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Servicer’s ability to perform its obligations hereunder; or (viii) any failure by the Servicer to duly perform, within the required time period, its obligation to provide the annual compliance statements and the accountant’s report described in Sections 3.13 and 3.14 hereof, which failure continues unremedied for a period of ten (10) days after the date on which written notice of such failure, requiring the same to be rememied, has been given to the Servicer by the Master Servicer; or (ix) any failure by the Servicer to provide, within the required time period set forth in Section 4.03 hereof, any required reports or data pertaining to the Mortgage Loans, which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, has been given to the Servicer by the Master Servicer; then, and in each and every such case, so long as a Servicer Default shall not have been remedied, the Indenture Trustee or Master Servicer, by notice in writing to the Holders Servicer shall with respect to a payment default by the Servicer pursuant to Section 8.01(i) and, upon the occurrence and continuance of Notes any other Servicer Default, may, and, at the written direction of Certificateholders evidencing more not less than 5025% of the Note Principal Balance (Voting Rights shall, in addition to whatever rights the Master Servicer or the Trustee on behalf of the Certificateholders may have under Section 7.03 and at law or equity to the Indenture Trustee if given by the Noteholders)damages, may including injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer under this Agreement. (b) On or after Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Upon the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, Agreement whether with respect to the Notes or the Receivables Mortgage Loans or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitation, Master Servicer. Upon written request from the Master Servicer, the Indenture Trustee or such other successor ServicerServicer shall prepare, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession, or the applicable Custodian’s possession on its behalf, all Mortgage Files relating to the related Mortgage Loans, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Receivables Mortgage Loans and related documents, or otherwise; provided, however, that at the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such successionServicer’s sole expense. The predecessor defaulting Servicer shall cooperate with the successor Master Servicer and the Indenture Trustee in effecting the termination of the its responsibilities and rights of the predecessor Servicer under this Agreementhereunder including, including without limitation, the transfer to the such successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor defaulting Servicer for deposit, to the Custodial Account or shall Escrow Accounts or thereafter be received with respect to a Receivablethe Mortgage Loans or any related REO Property (provided, however, that the defaulting Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Indenture Trustee Master Servicer shall give the Rating Agencies not have knowledge of a Servicer Default unless a Master Servicing Officer has actual knowledge or unless written notice of any termination of Servicer Default is received by the Master Servicer pursuant to and such notice references the terms of Certificates, the Trust Fund or this Section 8.1Agreement.

Servicer Default. (a) If any one of the following events (a "Servicer Default") ---------------- shall occur and be continuing: (ia) any failure by the Servicer to deliver to the Indenture Trustee on for deposit in any of the Trust Accounts or prior to the Determination Date the Servicer's Certificate for the related Collection Period Distribution Account any required payment or to deliver to direct the Indenture Trustee for distribution to the Noteholders make any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement that shall continue distributions therefrom, which failure continues unremedied for a period of more than three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee (with a copy to the Indenture Trustee, if given by the Owner Trustee) or the Holders after discovery of Notes evidencing not less than 25% such failure by an officer of the Note Principal BalanceServicer; or (iib) any failure on the part of by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, Servicer set forth in the Notes this Agreement or in this Agreementany other Basic Document, which failure shall (ai) materially and adversely affect the rights of the Noteholders and (bii) continue unremedied for a period of more than 30 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (yA) to the Servicer by the Owner Trustee or the Indenture Trustee (with a copy to the Indenture Trustee, if given by the Owner Trustee) or (zB) to the Servicer or the Seller, as the case may beServicer, and to the Owner Trustee and the Indenture Trustee Trustee, by the Holders of Notes or Certificates evidencing not less than 25% of the Note Principal Outstanding Amount of the Notes or 25% of the Certificate Balance, respectively; or (iiic) the entry occurrence of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 an Insolvency Event with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling 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 admission by the Servicer in writing 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 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 obligationsServicer; then, and in each and every case, so long as a the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing more not less than 5025% of the Note Principal Balance Outstanding Amount of the Notes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), ) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. (b) . On or after the latest of receipt by the Servicer of such written noticenotice or the date of termination specified in such notice or deemed specified pursuant to Section 8.02(d), all authority and power of the Servicer under this Agreement, whether with respect to the Notes or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.18.02; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as and the case may be, is Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer Servicer, the Indenture Trustee and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a any Receivable. The Indenture predecessor Servicer shall also give the successor Servicer access to its records, software, systems, facilities and employees in order to facilitate the servicing transfer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files and the Servicer's duties to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1Agencies.

Servicer Default. (a) If any one Each of the following events shall constitute a servicer default ("each, a “Servicer Default") ---------------- shall occur and be continuing:”): (ia) any failure by the Master Servicer to deliver to the Indenture Trustee on make any payment, deposit or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment transfer required to be so delivered made under the terms of the Notes and this Master Agreement that shall continue which continues unremedied for a period of more than three two (2) Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been received by the Master Servicer from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal BalancePurchaser; or (iib) any failure on the part of the Master Servicer duly to observe or to perform in any material respect any other of the covenants or agreements on the part of the Servicer, set forth in the Notes or Master Servicer in this Agreement, Master Agreement which failure shall (a) materially and adversely affect the rights of the Noteholders and (b) continue continues unremedied for a period of more than 30 forty-five (45) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer received by the Indenture Trustee, or (z) to Master Servicer from the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal BalancePurchaser; or (iiic) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling marshalling of assets and liabilitiesliabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (d) consent by the Master Servicer to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of to all or relating to substantially all of its property; or or (e) the Master Servicer’s admission by the Servicer in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of a petition to take advantage of invoke any applicable 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 voluntarily suspending payment of its obligations; then, and in each and every case, so long as or (f) a court of competent jurisdiction shall have found that the Master Servicer Default or any of its senior executive officers has committed an act of civil fraud; or (g) the Master Servicer or any of its principal officers shall not have been remediedconvicted of a felony, the Indenture Trustee or the Holders shall have been convicted of Notes evidencing more than 50% of the Note Principal Balance (and any criminal act related to the Indenture Trustee if given by the Noteholders), may terminate all of the rights and obligations of the Servicer under this AgreementMaster Servicer’s lending or mortgage selling or servicing activities. (bh) On or after the receipt by Master Servicer consummates a transaction that results in a Change of Control; or (i) the Master Servicer of such written notice, all authority and power ceases to be a cooperative association in good standing under the laws of the Servicer under this Agreement, whether with respect to the Notes District of Columbia or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf any state of the predecessor Servicer, as attorney-in-fact or otherwise, United States for a period of thirty (30) days following notice thereof by any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of governmental authority having jurisdiction over such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1determination.

Servicer Default. (a) If any one The occurrence of each of the following events ("shall constitute a “Servicer Default") ---------------- shall occur and be continuing”: (ia) Failure of Servicer to perform or observe any covenant or agreement under the Transaction Documents, and such failure shall continue for five (5) Business Days after the Servicer receives written notice or has actual knowledge of such failure; (b) Failure of the Servicer to make when due any payment or deposit required to be made by it under any Transaction Document, and such failure shall continue for two (2) Business Days; (c) Any representation or warranty made or deemed made by the Servicer to deliver under or in connection with any Transaction Document or any certificate, report or other statement delivered by the Servicer pursuant to the Indenture Trustee on terms set forth in the Transaction Documents shall prove to have been incorrect or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement that shall continue unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (ii) any failure on the part of the Servicer duly to observe or to perform untrue in any material respect any other covenants when made or agreements deemed made or delivered (unless such representation or warranty in Section 6.01(d) or Section 6.01(g) herein relates solely to one or more specific Receivables and immediately following the removal of the Servicerrelated Receivables from the Net Receivables Balance, set forth in the Notes Percentage Interest does not exceed 100%; (d) The Servicer or in this Agreement, which failure any Originator shall (ai) materially and adversely affect the rights of the Noteholders and (b) continue unremedied apply for a period of more than 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (iii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 conservator receiver, trustee, liquidator or receiver custodian or liquidator in any insolvency, readjustment the like of debt, marshaling of assets and liabilities, or similar proceedings of or relating to the Servicer itself or of all or relating to substantially all a substantial part of its property; or the admission by the Servicer , (ii) become unable, admit in writing of its inability or fail to pay its debts generally as they become due, (iii) make a general assignment for the filing by benefit of creditors, (iv) be adjudicated a bankrupt or insolvent, (v) commence a voluntary case under the Servicer of Federal Bankruptcy Code 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 applicable insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization statuteor insolvency proceeding, or action shall be taken by it for the purpose of effecting any of the foregoing, or (vi) if without the application, approval or consent of the Servicer or any Originator, 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 any Originator 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 making appointment of a trustee, receiver, liquidator or custodian or the like of the Servicer or such Originator or of all or any substantial part of its assets, or other like relief in respect thereof under any bankruptcy or insolvency law, and (A) is not challenged by appropriate means by the Servicer or such Originator within thirty (30) days and (B) the same shall continue undismissed or unstayed for any period of an assignment for the benefit 60 consecutive days after commencement of its creditors, or the voluntary suspension by such case; or (e) the Servicer of payment of its obligations; thenshall fail to deliver any Monthly Report or Weekly Report when required under the Transaction Documents, and such failure shall continue for three (3) consecutive Business Days (one (1) Business Day on or after a Downgrade Event); or (f) there shall occur any change in each and every casethe business, so long as a Servicer Default shall not have been remedied, the Indenture Trustee financial or the Holders of Notes evidencing more than 50% of the Note Principal Balance (and to the Indenture Trustee if given by the Noteholders), may terminate all of the rights and obligations other condition of the Servicer under this Agreement. (b) On or after which could reasonably be expected to have a Material Adverse Effect on the receipt by the Servicer of such written notice, all authority and power collectability of the Servicer under this Agreement, whether with respect to the Notes or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1Receivables.

Servicer Default. (a) If any one of the following events ("a “Servicer Default"”) ---------------- shall occur and be continuing: (ia) any failure by the Servicer to deliver or cause to be delivered to the Indenture Securities Intermediary or Relevant Trustee on or prior to for deposit in any of the Determination Date the Servicer's Certificate for the related Collection Period Accounts any required payment or to deliver direct the Securities Intermediary or Relevant Trustee to the Indenture Trustee for distribution to the Noteholders make any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement that shall continue distributions therefrom, which failure continues unremedied for a period of more than three ten (10) Business Days after (i) receipt by the Servicer of written notice from of such failure given by the Indenture Trustee or the Holders of Notes evidencing not less than 25% a majority of the Note Principal Balance; Outstanding Amount, acting together as a single class, or , if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure on the part of by the Servicer to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, Servicer set forth in the Notes or in this AgreementAgreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall (a) materially and adversely affect the rights of the Noteholders Securityholders and (b) shall continue unremedied for a period of more than 30 90 days after receipt by the date on which Servicer of written notice of such failure, requiring the same to be remedied, shall have been failure given (y) to the Servicer by the Indenture Trustee, Trustee or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% a majority of the Note Principal Outstanding Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (iiic) the entry occurrence of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 an Insolvency Event with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling 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 admission by the Servicer in writing 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 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 obligationsServicer; then, and in each and every case, so long as a the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing more than 50% a majority of the Note Principal Balance Outstanding Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), ) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. (b) . 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 Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.18.02; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as and the case may be, is Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Successor Servicer and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including including, without limitation, the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall have been deposited by the predecessor Servicer, in the Accounts or thereafter be received with respect to a Receivable. The Indenture Trustee the Receivables that shall give at that time be held by the Rating Agencies notice of any termination predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to the terms of this Section 8.18.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. (a) If any one of the following events ("a “Servicer Default"”) ---------------- shall occur and be continuing: (ia) any failure by the Servicer to deliver or cause to be delivered to the Indenture Securities Intermediary or Relevant Trustee on or prior to for deposit in any of the Determination Date the Servicer's Certificate for the related Collection Period Accounts any required payment or to deliver direct the Securities Intermediary or Relevant Trustee to the Indenture Trustee for distribution to the Noteholders make any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement that shall continue distributions therefrom, which failure continues unremedied for a period of more than three ten (10) Business Days after (i) receipt by the Servicer of written notice from of such failure given by the Indenture Trustee or the Holders of Notes evidencing not less than 25% a majority of the Note Outstanding Principal Balance; Amount, acting together as a single class, or , if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer; (b) any failure on the part of by the Servicer to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, Servicer set forth in the Notes or in this AgreementAgreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall (a) materially and adversely affect the rights of the Noteholders Securityholders and (b) shall continue unremedied for a period of more than 30 90 days after receipt by the date on which Servicer of written notice of such failure, requiring the same to be remedied, shall have been failure given (y) to the Servicer by the Indenture Trustee, Trustee or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% a majority of the Note Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or (iiic) the entry occurrence of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 an Insolvency Event with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling 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 admission by the Servicer in writing 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 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 obligationsServicer; then, and in each and every case, so long as a the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing more than 50% a majority of the Note Outstanding Principal Balance Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), ) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. (b) . 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 Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.18.02; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as and the case may be, is Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Successor Servicer and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including including, without limitation, the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall have been deposited by the predecessor Servicer, in the Accounts or thereafter be received with respect to a Receivable. The Indenture Trustee the Receivables that shall give at that time be held by the Rating Agencies notice of any termination predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to the terms of this Section 8.18.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

Servicer Default. (a) If any In case one or more of the following events of default by the Servicer (each, a "Servicer Default") ---------------- shall occur and be continuing, that is to say: (i) any failure by the Servicer to deliver remit to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered made under the terms of the Notes and this Agreement that shall continue which continues unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal BalanceDays; or (ii) any failure on the part of the Servicer to duly to observe or to perform in any material respect any other of the covenants or agreements on the part of the Servicer, Servicer set forth in the Notes or in this Agreement, the breach of which failure shall (a) materially has a material adverse effect and adversely affect the rights of the Noteholders and (b) which continue unremedied for a period of more than 30 sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, Trustee or (z) to the Servicer or and the Seller, as the case may be, and to the Indenture Trustee by the Holders holders of Notes Certificates evidencing not less than 25% of the Note Principal BalanceVoting Rights evidenced by the Certificates; or (iii) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, conservator or receiver or liquidator for the Servicer in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Servicer and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive sixty days; or (iv) the Servicer shall consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or the admission by or (v) the Servicer shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, or the voluntary suspension by the Servicer of voluntarily suspend payment of its obligations; or (vi) the Servicer attempts to assign its right to servicing compensation hereunder or the Servicer attempts to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except, in each case as otherwise permitted herein; or (vii) the Servicer ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Servicer's ability to perform its obligations hereunder; then, and in each and every such case, so long as a Servicer Default shall not have been remedied, the Indenture Trustee or Trustee, by notice in writing to the Holders Servicer shall with respect to a payment default by the Servicer pursuant to Section 8.01(i) of Notes this Agreement and, upon the occurrence and continuance of any other Servicer Default, may, and, at the written direction of Certificateholders evidencing more not less than 5025% of the Note Principal Balance (Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under Section 7.03 and at law or equity to the Indenture Trustee if given by the Noteholders)damages, may including injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer under this Agreement. (b) Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same with respect to a default by the Servicer. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, Agreement whether with respect to the Notes or the Receivables related Mortgage Loans or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitationTrustee. Upon written request from the Trustee, the ServicerServicer shall prepare, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee's possession all Mortgage Files relating to the Mortgage Loans, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Receivables related Mortgage Loans and related documents, or otherwise; provided, however, that at the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such successionServicer's sole expense. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the Servicer's responsibilities and rights of the predecessor Servicer under this Agreementhereunder including, including without limitation, the transfer to the such successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor defaulting Servicer for deposit, to its Custodial Account or shall Escrow Account or thereafter be received with respect to a Receivablethe Mortgage Loans or any related REO Property (provided, however, that the defaulting Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Indenture Trustee shall give not have knowledge of a Servicer Default unless a Responsible Officer of the Rating Agencies Trustee has actual knowledge or unless written notice of any termination of Servicer Default is received by the Servicer pursuant to Trustee at its Corporate Trust Office and such notice references the terms of Certificates, the Trust Fund or this Section 8.1Agreement.

Servicer Default. (a) If any one Each of the following events shall constitute a servicer default (each, a "Servicer Default") ---------------- shall occur and be continuing:): (ia) any failure by the Master Servicer to deliver to the Indenture Trustee on make any payment, deposit or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment transfer required to be so delivered made under the terms of the Notes and this Master Agreement that shall continue which continues unremedied for a period of more than three two (2) Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been received by the Master Servicer from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal BalancePurchaser; or (iib) any failure on the part of the Master Servicer duly to observe or to perform in any material respect any other of the covenants or agreements on the part of the Servicer, set forth in the Notes or Master Servicer in this Agreement, Master Agreement which failure shall (a) materially and adversely affect the rights of the Noteholders and (b) continue continues unremedied for a period of more than 30 forty-five (45) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer received by the Indenture Trustee, or (z) to Master Servicer from the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal BalancePurchaser; or (iiic) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling marshalling of assets and liabilitiesliabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (d) consent by the Master Servicer to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of to all or relating to substantially all of its property; or or (e) the Master Servicer's admission by the Servicer in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of a petition to take advantage of invoke any applicable 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 voluntarily suspending payment of its obligations; then, and in each and every case, so long as or (f) a court of competent jurisdiction shall have found that the Master Servicer Default or any of its senior executive officers has committed an act of civil fraud; or (g) the Master Servicer or any of its principal officers shall not have been remediedconvicted of a felony, the Indenture Trustee or the Holders shall have been convicted of Notes evidencing more than 50% of the Note Principal Balance (and any criminal act related to the Indenture Trustee if given by the Noteholders), may terminate all of the rights and obligations of the Servicer under this AgreementMaster Servicer’s lending or mortgage selling or servicing activities. (bh) On or after the receipt by Master Servicer consummates a transaction that results in a Change of Control; or (i) the Master Servicer of such written notice, all authority and power ceases to be a cooperative association in good standing under the laws of the Servicer under this Agreement, whether with respect to the Notes District of Columbia or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf any state of the predecessor Servicer, as attorney-in-fact or otherwise, United States for a period of thirty (30) days following notice thereof by any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of governmental authority having jurisdiction over such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1determination.

Servicer Default. (a) If any one of the following events (a "Servicer Default") ---------------- shall occur and be continuing: (ia) any failure by the Servicer to deliver to the Indenture Trustee on for deposit in any of the Trust Accounts or prior to the Determination Date the Servicer's Certificate for the related Collection Period Residual Interestholder Distribution Account any required payment or to deliver to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for distribution a period of three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or after discovery of such failure by the Servicer; or (b) any failure by the Servicer duly to observe or to perform in any material respect any other covenant or agreement of the Servicer set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Noteholders any proceeds or payment required to be so delivered under the terms of the Notes Residual Interestholder and this Agreement that shall (ii) continue unremedied for a period of more than three Business Days 60 days after the date on which written notice from of such failure shall have been given (A) to the Servicer by the Owner Trustee or the Indenture Trustee or (B) to the Servicer, and to the Owner Trustee and the Indenture Trustee, by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes or by the Residual Interestholder; or (c) the occurrence of an Insolvency Event with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (ii) any failure on the part Outstanding Amount of the Servicer duly to observe or to perform Notes, by notice then given in any material respect any other covenants or agreements of the Servicer, set forth in the Notes or in this Agreement, which failure shall (a) materially and adversely affect the rights of the Noteholders and (b) continue unremedied for a period of more than 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) writing to the Servicer by the Indenture Trustee, or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (iii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling 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 admission by the Servicer in writing 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 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; then, and in each and every case, so long as a Servicer Default shall not have been remedied, the Indenture Trustee or the Holders of Notes evidencing more than 50% of the Note Principal Balance (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), ) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. (b) . On or after the latest of receipt by the Servicer of such written noticenotice or the date of termination specified in such notice or deemed specified pursuant to Section 8.02(d), all authority and power of the Servicer under this Agreement, whether with respect to the Notes or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.18.02; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as and the case may be, is Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer Servicer, the Indenture Trustee and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to any Receivable. The predecessor Servicer shall also give the successor Servicer access to its records, software, systems, facilities and employees in order to facilitate the servicing transfer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files and the Servicer's duties to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a ReceivableServicer Default, the Owner Trustee shall give notice thereof to the Rating Agencies. The Owner Trustee agrees that if it gives a notice under clause (a) or clause (b) above, the Owner Trustee shall simultaneously send a copy of such notice to the Indenture Trustee. The Indenture Trustee agrees that if it gives a notice under clause (a) or clause (b) above, the Indenture Trustee shall give the Rating Agencies simultaneously send a copy of such notice of any termination of the Servicer pursuant to the terms of this Section 8.1Owner Trustee.

Servicer Default. (a) If any In case one or more of the following events of default by a Servicer (each, a "Servicer Default") ---------------- shall occur and be continuing, that is to say: (i) any failure by the Servicer GMACM to deliver remit to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered made under the terms of the Notes and this Agreement that shall continue which continues unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal BalanceDays; or (ii) any failure on the part of the Servicer GMACM to duly to observe or to perform in any material respect any other of the covenants or agreements on the part of the Servicer, GMACM set forth in the Notes or in this Agreement, the breach of which failure shall (a) materially has a material adverse effect and adversely affect the rights of the Noteholders and (b) which continue unremedied for a period of more than 30 sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer GMACM by the Indenture Trustee, Trustee or (z) to GMACM and the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders holders of Notes Certificates evidencing not less than 25% of the Note Principal BalanceVoting Rights evidenced by the Certificates; or (iii) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, conservator or receiver or liquidator for the Servicer in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against GMACM and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive sixty days; or (iv) the GMACM shall consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer GMACM or of or relating to all or substantially all of its property; or the admission by the Servicer or (v) GMACM shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, or the voluntary suspension by the Servicer of voluntarily suspend payment of its obligations; or (vi) GMACM attempts to assign its right to servicing compensation hereunder (other than any payment by GMACM to the Seller of any portion of the Servicing Fee payable to GMACM as provided in a separate side letter between the Seller and GMACM) or GMACM attempts to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except, in each case as otherwise permitted herein; or (vii) GMACM ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects GMACM's ability to perform its obligations hereunder; or (viii) a default by M&T under the M&T Servicing Agreement; then, and in each and every such case, so long as a Servicer Default shall not have been remedied, the Indenture Trustee Trustee, by notice in writing to the related Servicer shall with respect to a payment default by the related Servicer pursuant to Section 8.01(i) of this Agreement or pursuant to the Holders M&T Servicing Agreement, as applicable, and, upon the occurrence and continuance of Notes any other Servicer Default, may, and, at the written direction of Certificateholders evidencing more not less than 5025% of the Note Principal Balance (Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under Section 7.03 or under the M&T Servicing Agreement and at law or equity to the Indenture Trustee if given by the Noteholders)damages, may including injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer GMACM under this Agreement and in and to the related Mortgage Loans and the proceeds thereof without compensating GMACM for the same with respect to a default by GMACM, or terminate all the rights and obligations of M&T under the M&T Servicing Agreement and in and to the related Mortgage Loans in accordance with the M&T Servicing Agreement with respect to a default by M&T, as applicable; provided, that in addition to the notice provided for in the preceding sentence, the Trustee shall first provide written notice to M&T within two Business Days following the occurrence of a payment default by M&T in accordance with the M&T Servicing Agreement. (b) . On or after the receipt by the a Servicer of such written notice, all authority and power of the such Servicer under this Agreement or the M&T Servicing Agreement, as applicable, whether with respect to the Notes or the Receivables related Mortgage Loans or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitationTrustee. Upon written request from the Trustee, the Servicerrelated Servicer shall prepare, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee's possession all Mortgage Files relating to the related Mortgage Loans, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Receivables related Mortgage Loans and related documents, or otherwise; provided, howeverat such Servicer's sole expense. GMACM, that pursuant to this Agreement or M&T pursuant to the Indenture Trustee or any successor Servicer shall not be liable for any actsM&T Servicing Agreement, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the related Servicer's responsibilities and rights of hereunder or under the predecessor Servicer under this M&T Servicing Agreement, including as applicable, including, without limitation, the transfer to the such successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor defaulting Servicer for deposit, to its Custodial Account or shall Escrow Account or thereafter be received with respect to a Receivablethe related Mortgage Loans or any related REO Property (provided, however, that the defaulting Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement or under the M&T Servicing Agreement on or prior to the date of such termination, whether in respect of Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Indenture Trustee shall give not have knowledge of a Servicer Default unless a Responsible Officer of the Rating Agencies Trustee has actual knowledge or unless written notice of any termination of Servicer Default is received by the Trustee at its Corporate Trust Office and such notice references the Certificates, the Trust Fund or this Agreement. Notwithstanding the Servicer pursuant to Default set forth in clause (viii) above, there shall be no cross-default between the terms of this Section 8.1Servicers.

Servicer Default. (a) If any one of the following events ("a “Servicer Default"”) ---------------- shall occur and be continuing: (ia) any failure by the Servicer to deliver to the Indenture Trustee on for deposit in any of the Trust Accounts or prior to the Determination Date the Servicer's Certificate for the related Collection Period Distribution Account any required payment or to deliver to direct the Indenture Trustee for distribution to the Noteholders make any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement distributions therefrom that shall continue unremedied for a period of more than three Table of Contents Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or the Holders after discovery of Notes evidencing not less than 25% such failure by an officer of the Note Principal BalanceServicer; or (iib) any failure on the part of the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, Servicer or the Seller (as the case may be) set forth in the Notes this Agreement or in this Agreementany other Basic Document, which failure shall (ai) materially and adversely affect the rights of the Certificateholder or Noteholders and (bii) continue unremedied for a period of more than 30 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (zA) to the Servicer or the Seller, Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal BalanceOutstanding Amount of the Notes or the Certificateholder (as defined in the Trust Agreement); or (iiic) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling 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 admission by the Servicer in writing 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 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 obligationsServicer; then, and in each and every case, so long as a the Servicer Default shall not have been remedied, either the Indenture Trustee (so long as a Trust Officer of the Indenture Trustee has received notice or has actual knowledge of such Servicer Default), or the Holders of Notes evidencing more not less than 5025% of the Note Principal Balance Outstanding Amount of the Notes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), ) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. (b) . 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 Notes, the Certificate or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.18.02; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as and the case may be, is Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer Servicer, the Indenture Trustee and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all relevant documents, data and cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. The Indenture Trustee Receivable and the successor Servicer shall give not be liable if it cannot perform due to the Rating Agencies notice of any termination failure of the predecessor Servicer to so deliver. All reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with transferring the Receivable Files to the successor Servicer (including any such transfer effected in accordance with Section 10.02(f)) and amending this Agreement to reflect such succession as Servicer pursuant to the terms of this Section 8.1.shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a

Servicer Default. (a) If any one of the following events (a "Servicer Default") ---------------- shall occur and be continuing: (ia) any failure by the Servicer to deliver to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or (i) to deliver to the Indenture Trustee for distribution to the Noteholders deposit in any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement Trust Accounts or the Certificate Distribution Account any required payment or (ii) to direct the Indenture Trustee to make any required distribution therefrom that shall continue unremedied for a period of more than three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or the Holders after discovery of Notes evidencing not less than 25% such failure by an officer of the Note Principal BalanceServicer; or (iib) any failure on the part of the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, Servicer or the Seller (as the case may be) set forth in the Notes this Agreement or in this Agreementany other Basic Document, which failure shall (ai) materially and adversely affect the rights of the Certificateholder or Noteholders and (bii) continue continues unremedied for a period of more than 30 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (zA) to the Servicer or the Seller, Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal BalanceOutstanding Amount of the Notes or the "Holder" (as defined in the Trust Agreement) of the Certificate; or (iiic) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; Seller or the admission by the Servicer in writing 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 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 obligationsServicer; then, and in each and every case, so long as a the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders of Notes evidencing more not less than 5025% of the Note Principal Balance Outstanding Amount of the Notes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), ) may terminate all of the rights and obligations (other than the obligations set forth in SECTION 7.02 hereof) of the Servicer under this Agreement. (b) . 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 Notes, the Certificate or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1SECTION 8.02; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as and the case may be, is Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer Servicer, the Indenture Trustee and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. The Indenture All reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection (x) with transferring the computer or other records to the successor Servicer in the form requested and (y) amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1Agencies.

Servicer Default. (a) If any In case one or more of the following events of default by the Servicer (each, a "Servicer Default") ---------------- shall occur and be continuing, that is to say: (i) any failure by the Servicer to deliver remit to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered made under the terms of the Notes and this Agreement that shall continue which continues unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal BalanceDays; or (ii) any failure on the part of the Servicer duly to observe or to perform in any material respect any other of the covenants or agreements on the part of the Servicer, Servicer set forth in the Notes or in this Agreement, the breach of which failure shall (a) materially has a material adverse effect and adversely affect the rights of the Noteholders and (b) which continue unremedied for a period of more than 30 sixty days (except that such number of days shall be fifteen in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and such failure shall be deemed to have a material adverse effect) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (iii) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, conservator or receiver or liquidator for the Servicer in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Servicer and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive sixty days; or (iv) the Servicer shall consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or the admission by or (v) the Servicer shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, or the voluntary suspension by the Servicer of voluntarily suspend payment of its obligations; or (vi) the Servicer attempts to assign its right to servicing compensation hereunder or the Servicer attempts to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except as otherwise permitted herein; or (vii) the Servicer ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Servicer's ability to perform its obligations hereunder; then, and in each and every such case, so long as a Servicer Default shall not have been remedied, the Indenture Trustee or Trustee, by notice in writing to the Holders Servicer shall with respect to a payment default by the Servicer pursuant to Section 8.01(i) and, upon the occurrence and continuance of Notes any other Servicer Default, may, and, at the written direction of Certificateholders evidencing more not less than 5025% of the Note Principal Balance (Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under Section 7.03 and at law or equity to the Indenture Trustee if given by the Noteholders)damages, may including injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer under this Agreement. (b) Agreement and in and to the related Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. On or after the receipt by the a Servicer of such written notice, all authority and power of the Servicer under this Agreement, Agreement whether with respect to the Notes or the Receivables related Mortgage Loans or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitationTrustee. Upon written request from the Trustee, the ServicerServicer shall prepare, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee's possession all Mortgage Files relating to the related Mortgage Loans, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Receivables related Mortgage Loans and related documents, or otherwise, at the Servicer's sole expense; provided, however, that in no event shall the Indenture Trustee or any successor Servicer shall not be liable responsible for any acts, omissions or obligations expenses incurred as a result of the Servicer prior any termination pursuant to such successionSection 8.01(viii). The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the Servicer's responsibilities and rights of the predecessor Servicer under this Agreementhereunder, including including, without limitation, the transfer to the such successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor Servicer for deposit, to its Custodial Account or shall Escrow Account or thereafter be received with respect to a Receivablethe related Mortgage Loans or any related REO Property. The Indenture Trustee shall give not have knowledge of a Servicer Default unless a Responsible Officer of the Rating Agencies Trustee has actual knowledge or unless written notice of any termination of Servicer Default is received by the Servicer pursuant to Trustee at its Corporate Trust Office and such notice references the terms of Certificates, the Trust Fund or this Section 8.1Agreement.

Servicer Default. (a) If any one of the following events (a "Servicer Default") ---------------- shall occur and be continuing:: (Nissan 2005-A Sale and Servicing Agreement) (ia) any failure by the Servicer (or the Seller, so long as NMAC is the Servicer) to deliver to the Indenture Relevant Trustee on or prior to for deposit in any of the Determination Date the Servicer's Certificate for the related Collection Period Accounts any required payment or to deliver direct the Relevant Trustee to the Indenture Trustee for distribution to the Noteholders make any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement that shall continue distributions therefrom, which failure continues unremedied for a period of more than three Business Days after (i) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer) of written notice from of such failure given by the Owner Trustee or the Indenture Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is the Servicer), the Owner Trustee or the Indenture Trustee or the of written notice of such failure given by Holders of Notes evidencing not less than 25% of the Note Principal Balance; orOutstanding Amount, or (iii) discovery of such failure by any officer of the Servicer; (iib) any failure on the part of by the Servicer (or the Seller, as long as NMAC is the Servicer) to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer (or the Seller, as long as NMAC is the Servicer, ) set forth in the Notes or in this AgreementAgreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall (a) materially and adversely affect the rights of the Certificateholders or the Noteholders and (b) shall continue unremedied for a period of more than 30 90 days after the date on which giving of written notice of such failure, requiring the same failure to be remedied, shall have been given (yi) to the Servicer (or the Seller, as long as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee, or (zii) to the Servicer (or the Seller, as long as NMAC is the case may be, Servicer) and to the Owner Trustee or the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal Outstanding Amount or Holders of Certificates evidencing not less than 25% of the Certificate Balance; or (iiic) the entry occurrence of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 an Insolvency Event with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling 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 admission by the Servicer in writing 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 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 obligationsServicer; then, and in each and every case, so long as a the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing more than 50% a majority of the Note Principal Balance Outstanding Amount of the Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates), acting together as a single Class, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), ) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. (b) . 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 Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.18.02; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as and the case may be, is Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Successor Servicer and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including including, without limitation, the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall have been deposited by the predecessor Servicer, in the Accounts or thereafter be received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the (Nissan 2005-A Sale and Servicing Agreement) Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence. Upon receipt of notice of the occurrence of a Receivable. The Servicer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1Agencies.

Servicer Default. (a) If any one Each of the following events shall constitute a servicer default ("each, a “Servicer Default") ---------------- shall occur and be continuing:”): (i) any failure default by the Loan Participation Servicer to deliver to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered as “Lead Lender” under the terms of the Notes and this Participation Agreement that shall continue remains unremedied for a period of more than three Business Days after written notice from within the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal Balancetimeframe(s) specified therein; or (ii) any failure on the part of the Loan Participation Servicer duly to observe or to perform in any material respect any other of the covenants or agreements on the part of the Servicer, set forth in the Notes or Loan Participation Servicer in this Agreement, Servicing Agreement which failure shall (a) materially and adversely affect the rights of the Noteholders and (b) continue continues unremedied for a period of more than 30 forty-five (45) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer received by the Indenture Trustee, or (z) to Loan Participation Servicer from the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal BalanceLoan Participation Holder; or (iii) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling marshalling of assets and liabilitiesliabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Loan Participation Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (iv) consent by the Loan Participation Servicer to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Loan Participation Servicer or of to all or relating to substantially all of its property; or or (v) the Loan Participation Servicer’s admission by the Servicer in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of a petition to take advantage of invoke any applicable 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 voluntarily suspending payment of its obligations; thenor (vi) a court of competent jurisdiction shall have found that the Loan Participation Servicer or any of its senior executive officers has committed an act of civil fraud; or (vii) the Loan Participation Servicer or any of its principal officers shall have been convicted of any criminal act related to the Loan Participation Servicer’s lending or mortgage selling or servicing activities; (viii) the Loan Participation Servicer consummates a transaction that results in a Change of Control; or (ix) the Loan Participation Servicer ceases to be in good standing under the laws of its governing jurisdiction for a period of thirty (30) days following notice thereof by any governmental authority having jurisdiction over such determination. (b) Upon the occurrence of a Servicer Default, and in each and every case, so long as a such Servicer Default shall not have been remedied, the Indenture Trustee or the Holders of Notes evidencing more than 50% of the Note Principal Balance Loan Participation Holder may (and to the Indenture Trustee if given by the Noteholders), may a) terminate all of obligations and duties imposed upon the rights and obligations of the Loan Participation Servicer under this Servicing Agreement. , and (b) On name and appoint a successor or after the receipt by the Servicer successors (including itself) to succeed to and assume all of such written notice, all authority obligations and power duties of the Servicer under this Agreement, whether with respect Loan Participation Servicer. Such actions shall be effected by notice in writing to the Notes or the Receivables or otherwise, shall, without further action, pass to Loan Participation Servicer and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes shall become effective upon receipt of such notice of termination, whether to complete by the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Loan Participation Servicer and the Indenture Trustee in effecting the termination acceptance of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the such appointment by such successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1successors.

Servicer Default. (a) If any In case one or more of the following events of default by the Servicer (each, a "Servicer Default") ---------------- shall occur and be continuing, that is to say: (i) any failure by the Servicer to deliver remit to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered made under the terms of the Notes and this Agreement that shall continue which continues unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal BalanceDays; or (ii) any failure on the part of the Servicer duly to observe or to perform in any material respect any other of the covenants or agreements of the Servicer, set forth in the Notes or in this Agreement, the breach of which failure shall (a) materially has a material adverse effect and adversely affect the rights of the Noteholders and (b) which continue unremedied for a period of more than 30 sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (iii) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, conservator or receiver or liquidator for the Servicer in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Servicer and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive sixty days; or (iv) the Servicer shall consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or the admission by or (v) the Servicer shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, or the voluntary suspension by the Servicer of voluntarily suspend payment of its obligations; or (vi) the Servicer attempts to assign its right to servicing compensation hereunder or the Servicer attempts to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except, in each case as otherwise permitted herein; or (vii) the Servicer ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Servicer's ability to perform its obligations hereunder; or then, and in each and every such case, so long as a Servicer Default shall not have been remedied, the Indenture Trustee or Trustee, by notice in writing to the Holders Servicer shall with respect to a payment default by the Servicer pursuant to Section 8.01(i) and, upon the occurrence and continuance of Notes any other Servicer Default, may, and, at the written direction of Certificateholders evidencing more not less than 5025% of the Note Principal Balance (Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under Section 7.03 and at law or equity to the Indenture Trustee if given by the Noteholders)damages, may including injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer under this Agreement. (b) Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, Agreement whether with respect to the Notes or the Receivables Mortgage Loans or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitationTrustee. Upon written request from the Trustee, the ServicerServicer shall prepare, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee's possession all Mortgage Files relating to the related Mortgage Loans, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Receivables Mortgage Loans and related documents, or otherwise; provided, however, that at the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such successionServicer's sole expense. The predecessor defaulting Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the its responsibilities and rights of the predecessor Servicer under this Agreementhereunder including, including without limitation, the transfer to the such successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor defaulting Servicer for deposit, to the Custodial Account or shall Escrow Account or thereafter be received with respect to a Receivablethe Mortgage Loans or any related REO Property (provided, however, that the defaulting Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Indenture Trustee shall give not have knowledge of a Servicer Default unless a Responsible Officer of the Rating Agencies Trustee has actual knowledge or unless written notice of any termination of Servicer Default is received by the Servicer pursuant to Trustee at its Corporate Trust Office and such notice references the terms of Certificates, the Trust Fund or this Section 8.1Agreement.

Servicer Default. (a) If any one of the following events ("Servicer Default") ---------------- shall occur and be continuing: (i) any failure by the Servicer to deliver to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders Certificateholders any proceeds or payment required to be so delivered under the terms of the Notes Certificates and this Agreement that shall continue unremedied for a period of more than three Business Days after written notice from (x) the Indenture Trustee or the Holders of Notes Certificates evidencing not less than 25% of the Note Certificate Principal Balance, which notice, in either case, shall be consented to by the Certificate Insurer, or (y) the Certificate Insurer is received by the Servicer as specified in this Agreement; or (ii) any failure on the part of the Servicer or the Seller duly to observe or to perform in any material respect any other covenants or agreements of the ServicerServicer or the Seller, as the case may be, set forth in the Notes Certificates or in this Agreement, which failure shall (a) materially and adversely affect the rights of the Noteholders Certificateholders (determined without regard to the availability of the Certificate Insurance Policy) and (b) continue unremedied for a period of more than 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (x) to the Servicer or the Seller, as the case may be, by the Trustee (which notice is consented to by the Certificate Insurer), or (y) to the Servicer or the Seller, as the case may be, and to the Trustee by the Indenture TrusteeHolders of Certificates evidencing not less than 25% of the Certificate Principal Balance (which notice shall be consented to by the Certificate Insurer), or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal BalanceCertificate Insurer; or (iii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling 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 admission by the Servicer in writing 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 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; then, and in each and every case, so long as a Servicer Default shall not have been remedied, (x) the Indenture Trustee or the Holders of Notes Certificates evidencing more than 50% of the Note Certificate Principal Balance Balance, in either case with the consent of the Certificate Insurer or (y) the Certificate Insurer, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the NoteholdersCertificate Insurer or the Certificateholders), may terminate all of the rights and obligations of the Servicer under this Agreement. (b) . 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 Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 9.2 pursuant to and under this Section 8.19.1; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies and the Certificate Insurer notice of any termination of the Servicer pursuant to the terms of this Section 8.19.1.

Servicer Default. (a) If any In case one or more of the following events of default by a Servicer (each, a "Servicer Default") ---------------- shall occur and be continuing, that is to say: (i) any failure by the Servicer Option One to deliver remit to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered made under the terms of the Notes and this Agreement that shall continue which continues unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal BalanceDays; or (ii) any failure on the part of the Servicer Option One duly to observe or to perform in any material respect any other of the covenants or agreements on the part of the Servicer, Option One set forth in the Notes or in this Agreement, the breach of which failure shall (a) materially has a material adverse effect and adversely affect the rights of the Noteholders and (b) which continue unremedied for a period of more than 30 sixty days (except that such number of days shall be fifteen in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and such failure shall be deemed to have a material adverse effect) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer Option One by the Indenture Trustee, or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (iii) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, conservator or receiver or liquidator for the Servicer in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against Option One and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive sixty days; or (iv) the Option One shall consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer Option One or of or relating to all or substantially all of its property; or the admission by the Servicer or (v) Option One shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, or the voluntary suspension by the Servicer of voluntarily suspend payment of its obligations; or (vi) Option One attempts to assign its right to servicing compensation hereunder or Option One attempts to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except as otherwise permitted herein; or (vii) Option One ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects Option One's ability to perform its obligations hereunder; or (viii) a default by WFHM under the WFHM Servicing Agreement; then, and in each and every such case, so long as a Servicer Default shall not have been remedied, the Indenture Trustee Trustee, by notice in writing to the related Servicer shall with respect to a payment default by the related Servicer pursuant to Section 8.01(i) or Section 10.01(i) of the Holders WFHM Servicing Agreement and, upon the occurrence and continuance of Notes any other Servicer Default, may, and, at the written direction of Certificateholders evidencing more not less than 5025% of the Note Principal Balance (Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under Section 7.03 and at law or equity to the Indenture Trustee if given by the Noteholders)damages, may including injunctive relief and specific performance, terminate all of the rights and obligations of the related Servicer under this Agreement or the WFHM Servicing Agreement. (b) , as applicable and in and to the related Mortgage Loans and the proceeds thereof without compensating the related Servicer for the same. On or after the receipt by the a Servicer of such written notice, all authority and power of the such Servicer under this Agreement or the WFHM Servicing Agreement, as applicable whether with respect to the Notes or the Receivables related Mortgage Loans or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitationTrustee. Upon written request from the Trustee, the Servicerrelated Servicer shall prepare, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee's possession all Mortgage Files relating to the related Mortgage Loans, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Receivables related Mortgage Loans and related documents, or otherwise, at such Servicer's sole expense; provided, however, that the Indenture Trustee or any successor Servicer in no event shall not Option One be liable responsible for any actsexpenses incurred as a result of any termination pursuant to Section 8.01(viii). Option One, omissions pursuant to this Agreement or obligations of WFHM pursuant to the Servicer prior to such succession. The predecessor Servicer WFHM Servicing Agreement, shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the related Servicer's responsibilities and rights of hereunder or under the predecessor Servicer under this WFHM Servicing Agreement, including as applicable, including, without limitation, the transfer to the such successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor related Servicer for deposit, to its Custodial Account or shall Escrow Account or thereafter be received with respect to a Receivablethe related Mortgage Loans or any related REO Property. The Indenture Trustee shall give not have knowledge of a Servicer Default unless a Responsible Officer of the Rating Agencies Trustee has actual knowledge or unless written notice of any termination of Servicer Default is received by the Servicer pursuant to Trustee at its Corporate Trust Office and such notice references the terms of Certificates, the Trust Fund or this Section 8.1Agreement.

Servicer Default. (a) If any one of the following events (a "Servicer Default") ---------------- shall occur and be continuing: (ia) any failure by the Servicer to deliver to the Indenture Trustee on for deposit in any of the Trust Accounts or prior to the Determination Date the Servicer's Certificate for the related Collection Period Distribution Account any required payment or to deliver to direct the Indenture Trustee for distribution or the Trustee to the Noteholders make any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement that shall continue distributions therefrom, which failure continues unremedied for a period of more than three Business Days after written notice of such failure is received by the Servicer from the Trustee or the Indenture Trustee or the Holders after discovery of Notes evidencing not less than 25% such failure by an officer of the Note Principal Balance; orServicer; (iib) any failure on the part of by the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, (other than as set forth in clause (a)) of the Notes Servicer or the Seller (as the case may be) set forth in this AgreementAgreement or any other Basic Document, which failure shall shall: (ai) materially and adversely affect the rights of the Certificateholders or Noteholders and (bii) continue unremedied for a period of more than 30 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given given: (y) to the Servicer by the Indenture Trustee, or (zA) to the Servicer or the Seller, Seller (as the case may be, ) by the Trustee or the Indenture Trustee or (B) to the Servicer or the Seller (as the case may be) and to the Trustee and the Indenture Trustee Trustee, by the Holders of Notes Noteholders or Certificateholders, as applicable, evidencing not less than 25[_]% of the Note Principal Outstanding Amount of the Notes or [_]% of the Certificate Balance; or (iiic) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; Seller or the admission by the Servicer in writing 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 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 obligationsServicer; then, and in each and every case, so long as a the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders of Notes evidencing more not less than 50[_]% of the Note Principal Balance Outstanding Amount of the Notes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Trustee if given by the Noteholders), may terminate all of the rights and obligations (other than the obligations set forth in Section 7.2) of the Servicer under this Agreement. (b) . 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 or Notes, the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.18.2; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as and the case may be, is Trustee are hereby authorized and empowered to execute and deliver, on behalf for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer Servicer, the Indenture Trustee and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of of: (i) all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a ReceivableReceivable and (ii) all Receivable Files. The Indenture All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect its succession as Servicer shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Trustee shall give notice thereof to the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1Agencies.

Servicer Default. (a) If any one For purposes of this Agreement, each of the following events (shall constitute a "Servicer Default") ---------------- shall occur and be continuing: (ia) any Any failure by the Servicer to deliver to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate Monthly Servicer Report for the related Collection Period Period, or any failure by the Servicer to make any payment, transfer or deposit, or deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered under the terms of the Notes and Notes, this Agreement or any of the other Transaction Documents to which it is a party, in each case that shall continue continues unremedied for a period of more than three one Business Days Day after the earlier to occur of (x) discovery by a Responsible Officer of the Servicer, or (y) the date on which written notice from has been given to the Indenture Servicer by the Trustee or the Holders of Notes evidencing not less than 25% of Controlling Party or to the Note Principal Balance; orTrustee and the Servicer by any Noteholder; (iib) any Any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, Servicer set forth in the Notes or in Notes, this Agreement, or any of the other Transaction Documents to which the Servicer is a party, which failure shall (ai) materially and adversely affect would have a material adverse effect on the rights or interests of the Noteholders Noteholders, the Trustee or the Trust Estate and (bii) continue continues unremedied for a period of more than 30 days after the earlier to occur of (x) discovery by a Responsible Officer of the Servicer or (y) the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Controlling Party or the Trustee, or (z) to the Trustee and the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes Noteholders evidencing not less than 25% of the Note Principal BalanceVoting Interests; oror the Servicer delegates its duties under the Notes, this Agreement, or any of the other Transaction Documents to which it is a party (except as specifically permitted pursuant to Section 8.07), and such delegation continues unremedied for a period of 15 days after written notice, requiring such delegation to be remedied, shall have been given to the Servicer by the Trustee -77- or the Controlling Party, or to the Trustee and the Servicer by Noteholders evidencing not less than 25% of the Voting Interests; (iiic) the The entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver, receiver or liquidator for the Servicer in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings, or for the winding up or liquidation of its their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 30 consecutive days; or; (ivd) the The consent by the Servicer to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; , or the admission by the Servicer shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, or the voluntary suspension by the Servicer of voluntarily suspend payment of its obligations; then; (e) Any representation, warranty or certification made by Creditrust Corporation in any capacity or any Successor Servicer in this Agreement or in any other Transaction Document to which it is a party, or in any certificate delivered pursuant to this Agreement or in any other Transaction Document to which it is a party, proves to have been incorrect when made, which (i) would have a material adverse effect on the rights of the Noteholders or the Trust Estate, respectively (without regard to any amount deposited in the Reserve Account), and in each and every case(ii) if capable of remedy, so long as continues unremedied for a period of 30 days after the earlier to occur of (x) discovery by a Responsible Officer of the Servicer Default or (y) the date on which written notice thereof, requiring the same to be remedied, shall not have been remedied, given to the Indenture Servicer by the Controlling Party or the Trustee or to the Holders of Notes Trustee and the Servicer by Noteholders evidencing more not less than 5025% of the Note Principal Balance Voting Interests; (f) Commencing February 29, 2000, and on the last day of each February and August thereafter, the cumulative amount of Net Proceeds in respect of all Receivables from the Closing Date to such date is less than the amounts specified in Schedule B; (g) Servicer suffers the loss, suspension or other material impairment of any required license or permit in any state or commonwealth of the United States (or the District of Columbia) where Obligors are located which, in the aggregate for such state or commonwealth (or the District of Columbia), accounts for more than $50,000,000 in the initial Charged-Off Balances of Receivables, unless such loss, suspension or impairment is cured within 60 days after any Responsible Officer of the Servicer has knowledge of such loss, suspension or material impairment; (h) Either ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ terminates or shall have terminated his respective employment with the Servicer, or become disabled for a period of three consecutive months or more, or die and a replacement reasonably satisfactory to the Indenture Trustee if given Controlling Party has not been appointed within 90 days after such death, termination or disability; (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall (i) cease to be Chief Executive Officer or Chairman of the Board of Servicer, unless a replacement reasonably satisfactory to the Controlling Party is appointed within 90 days thereafter, or (ii) engage in material business activities other than the management of Servicer; (j) There occurs any reduction of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇'▇ personal investment in Servicer below an amount equal to 35% of the outstanding common stock of Servicer, or such lesser amount as may be acceptable to the Controlling Party; (k) Servicer sells, transfers, pledges or otherwise disposes of any of its membership interest in Issuer, whether voluntarily or by operation of law, foreclosure or other enforcement by a Person of its remedies against the Noteholders)Servicer, except pursuant to a merger, consolidation or a sale of all or substantially all the assets of Servicer in a transaction not prohibited by this Agreement; PROVIDED, HOWEVER, that the Servicer may terminate pledge its membership interest in the Issuer to a secured lender (x) in connection with a pledge of all or substantially all of the rights and obligations assets of the Servicer under this Agreement.to secure indebtedness owed to such lender for borrowed money, or (y) with the prior written consent of the Controlling Party; or (bl) On The existence of an Event of Default (or after similar event which permits the receipt by the Servicer of such written notice, all authority and power acceleration of the Servicer under this Agreementobligations) and the expiration of any applicable cure period in (i) any securitization transactions to which Creditrust Corporation or any of its Affiliates is a party or (ii) any obligation of Creditrust Corporation or any of its Affiliates for the repayment of borrowed money with a principal balance then exceeding $100,000. Notwithstanding the foregoing, whether with respect the cure periods referred to the Notes or the Receivables or otherwisein each of clauses (a), shall(g) and (h) above may be extended for an additional period of five Business Days each, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer longer period not to exceed 30 Business Days as may be appointed under Section 8.2 pursuant acceptable to and under this Section 8.1; andthe Controlling Party, without limitation, if such delay or failure was caused by an act of God or other similar occurrence. Upon the Servicer, occurrence of any such event the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or relieved from using its best efforts to perform its obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate in a timely manner in accordance with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1Agreement and the Servicer shall provide the Trustee, the Rating Agency, the Placement Agent and the Noteholders prompt notice of such failure or delay by it, together with a description of its effort to so perform its obligations. The Servicer shall notify the Trustee in writing of any Servicer Default that it discovers within one Business Day of such discovery. The Trustee shall have no duty or obligation to determine whether or not a Servicer Default has occurred.

Servicer Default. (a) If any one For purposes of this Agreement, each of the following events (shall constitute a "Servicer Default") ---------------- shall occur and be continuing: (ia) any Any failure by the Servicer to deliver to the Indenture Trustee on or prior to the Determination Date Note Insurer the Servicer's Certificate Monthly Servicer Report for the related Collection Period Period, or any failure by the Servicer to make any payment, transfer or deposit, or deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered under the terms of the Notes and Notes, this Agreement or any of the other Transaction Documents to which it is a party, or to make any payment of the Note Insurer Obligations on the day when due, in each case that shall continue continues unremedied for a period of more than three one Business Days Day after the earlier to occur of (x) discovery by a Responsible Officer of the Servicer, or (y) the date on which written notice from has been given to the Indenture Servicer by the Trustee or the Holders of Notes Controlling Party or to the Trustee, the Note Insurer and the Servicer by Noteholders evidencing not less than 25% of the Note Principal Balance; orVoting Interests; (iib) any Any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, Servicer set forth in the Notes or in Notes, this Agreement, the Insurance Agreement or any of the other Transaction Documents to which the Servicer is a party, which failure shall (ai) materially and adversely affect would have a material adverse effect on the rights or interests of the Noteholders Note Insurer, the Noteholders, the Trustee or the Trust Estate and (bii) continue continues unremedied for a period of more than 30 days after the earlier to occur of (x) discovery by a Responsible Officer of the Servicer or (y) the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Controlling Party or the Trustee, or (z) to the Trustee, the Note Insurer and the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes Noteholders evidencing not less than 25% of the Voting Interests; or the Servicer delegates its duties under the Notes, this Agreement, the Insurance Agreement or any of the other Transaction Documents to which it is a party, except as specifically permitted pursuant to Section 8.07, and such delegation continues unremedied for a period of 15 days after written notice, requiring such delegation to be remedied, shall have been given to the Servicer by the Trustee or the Controlling Party, or to the Trustee, the Note Principal Balance; orInsurer and the Servicer by Noteholders evidencing not less than 25% of the Voting Interests; (iiic) the The entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver, receiver or liquidator for the Servicer in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings, or for the winding up or liquidation of its their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 30 consecutive days; or; (ivd) the The consent by the Servicer to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; , or the admission by the Servicer shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, or the voluntary suspension by the Servicer of voluntarily suspend payment of its obligations; then; (e) Any representation, warranty or certification made by Creditrust Corporation in this Agreement, the Insurance Agreement or in any other Transaction Document to which it is a party, or in any certificate delivered pursuant to this Agreement, the Insurance Agreement or in any other Transaction Document to which it is a party, proves to have been incorrect when made, which (i) would have a material adverse effect on the rights of the Noteholders, the Note Insurer or the Trust Estate, respectively (without regard to any amount deposited in the Reserve Account), and in each and every case(ii) if capable of remedy, so long as continues unremedied for a period of 30 days after the earlier to occur of (x) discovery by a Responsible Officer of the Servicer Default or (y) the date on which written notice thereof, requiring the same to be remedied, shall not have been remediedgiven to the Servicer by the Controlling Party or the Trustee or to the Trustee, the Indenture Trustee or Note Insurer and the Holders Servicer by Noteholders evidencing not less than 25% of Notes evidencing more the Voting Interests; (f) The failure by the Servicer to make any required payment in excess of $100,000 on any obligation of Servicer, other than Servicer's obligations to make payment on account of trade accounts payable which are in dispute in the normal course of business, within 2 Business Days after Servicer has received written notice from any such creditor of Servicer's failure to make such payment; (g) Commencing June 30, 1999, and on the last day of each June and December thereafter, the cumulative amount of Net Proceeds in respect of all Receivables from the Closing Date to such date is less than the amounts specified in Schedule B; (h) Beginning on April 1, 1999, and on the first date of each month thereafter, for the preceding three calendar months (including any portion of December 1998 following the Closing Date), the average initial payment plan for the Receivables is less than 50% of the Note Principal average Charged-Off Balance related to such Receivables; (and to i) Servicer suffers the Indenture Trustee if given by loss, suspension or other material impairment of any required license or permit in any state or commonwealth of the NoteholdersUnited States (or the District of Columbia) where Obligors are located which, in the aggregate for such state or commonwealth (or the District of Columbia), may terminate all accounts for more than $50,000,000 in the initial Charged-Off Balances of the rights and obligations Receivables, unless such loss, suspension or impairment is cured within 60 days after any Responsible Officer of the Servicer under this Agreement.has knowledge of such loss, suspension or material impairment; (bj) On Either ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ terminates or shall have terminated his respective employment with the Servicer, or become disabled for a period of three consecutive months or more, or die and a replacement reasonably satisfactory to the Controlling Party has not been appointed within 90 days after the receipt by the Servicer of such written noticedeath, all authority and power termination or disability; (k) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall (i) cease to be Chief Executive Officer or Chairman of the Servicer under this AgreementBoard of Servicer, whether with respect unless a replacement reasonably satisfactory to the Notes Controlling Party is appointed within 90 days thereafter, or (ii) engage in material business activities other than the Receivables or otherwisemanagement of Servicer; (l) There occurs any reduction of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇'▇ personal investment in Servicer below an amount equal to 51% of the outstanding common stock of Servicer, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer lesser amount as may be appointed under Section 8.2 pursuant acceptable to and under this Section 8.1; andthe Controlling Party; (m) Servicer sells, without limitationtransfers, pledges or otherwise disposes of any of its membership interest in Issuer, whether voluntarily or by operation of law, foreclosure or other enforcement by a Person of its remedies against the Servicer, except pursuant to a merger, consolidation or a sale of all or substantially all the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf assets of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwiseServicer in a transaction not prohibited by this Agreement; provided, however, that the Indenture Trustee Servicer may pledge its membership -------- ------- interest in the Issuer to a secured lender (x) in connection with a pledge of all or substantially all of the assets of the Servicer to secure indebtedness owed to such lender for borrowed money, or (y) with the prior written consent of the Controlling Party; (n) The existence of an Event of Default (or similar event which permits the acceleration of the obligations) and the expiration of any applicable cure period in (i) any securitization transactions to which Creditrust Corporation or any successor of its Affiliates is a party, or (ii) any obligation of Creditrust Corporation or any of its Affiliates for the repayment of borrowed money with a principal balance then exceeding $100,000; or (o) The existence in any audit of the Servicer of a material exception, as determined by the Note Insurer in the reasonable exercise of its judgment. Notwithstanding the foregoing, the cure periods referred to in each of clauses (a), (f), (i) and (j) above may be extended for an additional period of five Business Days each, or such longer period not to exceed 30 Business Days as may be acceptable to the Controlling Party, if such delay or failure was caused by an act of God or other similar occurrence. Upon the occurrence of any such event the Servicer shall not be liable for any acts, omissions or relieved from using its best efforts to perform its obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate in a timely manner in accordance with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1Agreement and the Servicer shall provide the Trustee, the Note Insurer, the Rating Agency, the Placement Agent and the Noteholders prompt notice of such failure or delay by it, together with a description of its effort to so perform its obligations. The Servicer shall notify the Trustee and the Note Insurer in writing of any Servicer Default that it discovers within one Business Day of such discovery. The Trustee shall have no duty or obligation to determine whether or not a Servicer Default has occurred.

Servicer Default. (a) If any one of the following events ("Servicer Default") ---------------- shall occur and be continuing: (i) any (A) The failure by the Master Servicer to deliver make any Monthly Advance (other than a Nonrecoverable Advance); or (B) any other failure by the Master Servicer to deposit in the Indenture Trustee on Collection Account or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders Account any proceeds or payment deposit required to be so delivered made under the terms of the Notes and this Agreement that shall continue which continues unremedied for a period of more than three two Business Days after the date upon which written notice from of such failure shall have been given to the Indenture Master Servicer by the Trustee or to the Holders Master Servicer and the Trustee by the Certificate Insurer or holders of Notes Class A Certificates evidencing not less than a Percentage Interest of at least 25% of the Note Principal Balance; or%; (ii) The failure by the Master Servicer to make any required Servicing Advance which failure on continues unremedied for a period of 30 days, or the part of failure by the Master Servicer duly to observe or to perform perform, in any material respect respect, any other covenants covenants, obligations or agreements of the Servicer, Master Servicer as set forth in the Notes or in this Agreement, which failure shall (a) materially and adversely affect the rights of the Noteholders and (b) continue continues unremedied for a period of more than 30 days days, after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Master Servicer by the Indenture Trustee, Trustee or (z) to the Master Servicer or and the Seller, as the case may be, and to the Indenture Trustee by the Holders Certificate Insurer or holders of Notes Class A Certificates evidencing not less than a Percentage Interest of at least 25% of the Note Principal Balance; or%; (iii) The entry against the entry Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver, receiver or liquidator for the Servicer in any insolvency, conservatorship, receivership, readjustment of debt, marshaling marshalling of assets and liabilities, 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; orprovided, however, that if the Master Servicer voluntarily elects not to contest or challenge such decree or order, such 60 day period shall not apply, and a Servicer Default shall be deemed to have occurred upon the entry of such decree or order; (iv) the The Master Servicer shall voluntarily go into liquidation, consent by the Servicer to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshaling marshalling of assets and liabilities, liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force undischarged, unbonded or unstayed for a period of 60 days; or the admission by the Master Servicer shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, creditors or the voluntary suspension by the Servicer of voluntarily suspend payment of its obligations; or (v) The occurrence of a Master Servicer Termination Delinquency Rate Trigger or a Master Servicer Termination Loss Trigger; then, and in each and every such case, so long as a Servicer Default shall not have been remediedremedied within the applicable grace period, (x) with respect solely to clause (i) (A) above, if such Monthly Advance is not made by 4:00 P.M., New York time, on the second Business Day following written notice to the Master Servicer of such event given to the Master Servicer by the Trustee, the Indenture Trustee shall terminate by written notice to the Master Servicer all of the rights and obligations of the Master Servicer under this Agreement and the Trustee, or a successor master servicer appointed in accordance with the terms of Section 8.02, shall immediately make such Monthly Advance and assume, pursuant to the terms of Section 8.02, the duties of a successor Master Servicer and (y) in the case of (i) (B), (ii), (iii) and (iv) above, the Trustee shall, at the direction of the Certificate Insurer or the Holders of Notes each Class of Class A Certificates evidencing more Percentage Interests aggregating not less than 5051% (with the consent of the Note Principal Balance (and Certificate Insurer so long as no Certificate Insurer Default exists), by notice then given in writing to the Indenture Master Servicer, terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Upon the written notice to the Master Servicer of the occurrence of clause (v) above, the Trustee if given by at the Noteholders), direction of the Certificate Insurer may declare a Servicer Default and may terminate all of the rights and obligations of the Master Servicer hereunder by giving written notice of such action to the Seller, the Master Servicer, the Depositor and the Trustee. The Certificate Insurer agrees that, in making its decision to remove the Master Servicer under clause (v) above, it shall consider, among other factors, whether the Master Servicer's servicing practices have been in compliance with the servicing standards set forth herein. Any notice given pursuant to this Agreement. (b) Section to the Master Servicer shall also be given to each Rating Agency and the Depositor. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes Certificates or the Receivables Home Equity Loans or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such a duly appointed successor Servicer as may be appointed under Section 8.2 master servicer pursuant to and under this Section 8.1Section; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as the case may be, master servicer is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables each Home Equity Loan and related documents, documents or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Master Servicer shall agrees to cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this Agreementhereunder, including including, without limitation, the transfer to the successor Servicer of electronic records related to Trustee for the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer for depositand to be deposited by it in the Collection Account, or shall that have been deposited by the Master Servicer in the Collection Account or thereafter be received by the Master Servicer with respect to a Receivablethe Home Equity Loans. The Indenture Trustee shall give be entitled to be reimbursed by the Rating Agencies notice Master Servicer for all costs associated with the transfer of servicing, including, without limitation, any termination costs or expenses associated with the complete transfer of all servicing data and the Servicer pursuant completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the terms of this Section 8.1servicing data or otherwise to enable the Trustee to service the Home Equity Loans properly and effectively.

Servicer Default. (a) If any In case one or more of the following events of default by the Servicer ("each, a “Servicer Default"”) ---------------- shall occur and be continuing, that is to say: (i) any failure by the Servicer to deliver remit to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered made under the terms of the Notes and this Agreement that shall continue which continues unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal BalanceDays; or (ii) any failure on the part of the Servicer duly to observe or to perform in any material respect any other of the covenants or agreements of the Servicer, set forth in the Notes or in this Agreement, the breach of which failure shall (a) materially has a material adverse effect and adversely affect the rights of the Noteholders and (b) which continue unremedied for a period of more than 30 sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (iii) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, conservator or receiver or liquidator for the Servicer in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Servicer and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive sixty days; or (iv) the Servicer shall consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or the admission by or (v) the Servicer shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, or the voluntary suspension by the Servicer of voluntarily suspend payment of its obligations; or (vi) the Servicer attempts to assign its right to servicing compensation hereunder (other than any payment by the Servicer of any portion of the Servicing Fee to the Seller as provided in a separate side letter between the Seller and the Servicer) or the Servicer attempts to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except, in each case as otherwise permitted herein; or (vii) the Servicer ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Servicer’s ability to perform its obligations hereunder; or then, and in each and every such case, so long as a Servicer Default shall not have been remedied, the Indenture Trustee or Trustee, by notice in writing to the Holders Servicer shall with respect to a payment default by the Servicer pursuant to Section 8.01(i) and, upon the occurrence and continuance of Notes any other Servicer Default, may, and, at the written direction of Certificateholders evidencing more not less than 5025% of the Note Principal Balance (Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under Section 7.03 and at law or equity to the Indenture Trustee if given by the Noteholders)damages, may including injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer under this Agreement. (b) Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, Agreement whether with respect to the Notes or the Receivables Mortgage Loans or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitationTrustee. Upon written request from the Trustee, the ServicerServicer shall prepare, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating to the related Mortgage Loans, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Receivables Mortgage Loans and related documents, or otherwise; provided, however, that at the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such successionServicer’s sole expense. The predecessor defaulting Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the its responsibilities and rights of the predecessor Servicer under this Agreementhereunder including, including without limitation, the transfer to the such successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor defaulting Servicer for deposit, to the Custodial Account or shall Escrow Accounts or thereafter be received with respect to a Receivablethe Mortgage Loans or any related REO Property (provided, however, that the defaulting Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Indenture Trustee shall give not have knowledge of a Servicer Default unless a Responsible Officer of the Rating Agencies Trustee has actual knowledge or unless written notice of any termination of Servicer Default is received by the Servicer pursuant to Trustee at its Corporate Trust Office and such notice references the terms of Certificates, the Trust Fund or this Section 8.1Agreement.

Servicer Default. (a) If any one Each of the following events shall constitute a servicer default ("each, a “Servicer Default") ---------------- shall occur and be continuing:”): (i) any failure default by the Servicer to deliver to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered “Lead Lender” under the terms of the Notes and this Participation Agreement that shall continue remains unremedied for a period of more than three Business Days after written notice from within the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal Balancetimeframe(s) specified therein; or (ii) any failure on the part of the Loan Participation Servicer duly to observe or to perform in any material respect any other of the covenants or agreements on the part of the Servicer, set forth in the Notes or Loan Participation Servicer in this Agreement, Servicing Agreement which failure shall (a) materially and adversely affect the rights of the Noteholders and (b) continue continues unremedied for a period of more than 30 forty-five (45) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer received by the Indenture Trustee, or (z) to Loan Participation Servicer from the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal BalanceLoan Participation Holder; or (iii) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling marshalling of assets and liabilitiesliabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Loan Participation Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (iv) consent by the Loan Participation Servicer to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Loan Participation Servicer or of to all or relating to substantially all of its property; or or (v) the Loan Participation Servicer’s admission by the Servicer in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of a petition to take advantage of invoke any applicable 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 voluntarily suspending payment of its obligations; thenor (vi) a court of competent jurisdiction shall have found that the Loan Participation Servicer or any of its senior executive officers has committed an act of civil fraud; or (vii) the Loan Participation Servicer or any of its principal officers shall have been convicted of any criminal act related to the Loan Participation Servicer’s lending or mortgage selling or servicing activities; (viii) the Loan Participation Servicer consummates a transaction that results in a Change of Control; or (ix) the Loan Participation Servicer ceases to be in good standing under the laws of its governing jurisdiction for a period of thirty (30) days following notice thereof by any governmental authority having jurisdiction over such determination. (b) Upon the occurrence of a Servicer Default, and in each and every case, so long as a such Servicer Default shall not have been remedied, the Indenture Trustee or the Holders of Notes evidencing more than 50% of the Note Principal Balance Loan Participation Holder may (and to the Indenture Trustee if given by the Noteholders), may a) terminate all of obligations and duties imposed upon the rights and obligations of the Loan Participation Servicer under this Servicing Agreement. , and (b) On name and appoint a successor or after the receipt by the Servicer successors (including itself) to succeed to and assume all of such written notice, all authority obligations and power duties of the Servicer under this Agreement, whether with respect Loan Participation Servicer. Such actions shall be effected by notice in writing to the Notes or the Receivables or otherwise, shall, without further action, pass to Loan Participation Servicer and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes shall become effective upon receipt of such notice of termination, whether to complete by the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Loan Participation Servicer and the Indenture Trustee in effecting the termination acceptance of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the such appointment by such successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1successors.

Servicer Default. (a) If any In case one or more of the following events of default by a Servicer (each, a "Servicer Default") ---------------- shall occur and be continuing, that is to say: (i) any failure by the Servicer GMACM to deliver remit to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered made under the terms of the Notes and this Agreement that shall continue which continues unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal BalanceDays; or (ii) any failure on the part of the Servicer GMACM to duly to observe or to perform in any material respect any other of the covenants or agreements on the part of the Servicer, GMACM set forth in the Notes or in this Agreement, the breach of which failure shall (a) materially has a material adverse effect and adversely affect the rights of the Noteholders and (b) which continue unremedied for a period of more than 30 sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer GMACM by the Indenture Trustee, Trustee or (z) to GMACM and the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders holders of Notes Certificates evidencing not less than 25% of the Note Principal BalanceVoting Rights evidenced by the Certificates; or (iii) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, conservator or receiver or liquidator for the Servicer in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against GMACM and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive sixty days; or (iv) the GMACM shall consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer GMACM or of or relating to all or substantially all of its property; or the admission by the Servicer or (v) GMACM shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, or the voluntary suspension by the Servicer of voluntarily suspend payment of its obligations; or (vi) GMACM attempts to assign its right to servicing compensation hereunder (other than any payment by GMACM to the Seller of any portion of the Servicing Fee payable to GMACM as provided in a separate side letter between the Seller and GMACM) or GMACM attempts to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except, in each case as otherwise permitted herein; or (vii) GMACM ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects GMACM's ability to perform its obligations hereunder; or (viii) a default by M&T under the M&T Servicing Agreement; or (ix) a default by GreenPoint under the GreenPoint Servicing Agreement. then, and in each and every such case, so long as a Servicer Default shall not have been remedied, the Indenture Trustee Trustee, by notice in writing to the related Servicer shall with respect to a payment default by the related Servicer pursuant to Section 8.01(i) of this Agreement or pursuant to the Holders M&T Servicing Agreement or GreenPoint Servicing Agreement, as applicable, and, upon the occurrence and continuance of Notes any other Servicer Default, may, and, at the written direction of Certificateholders evidencing more not less than 5025% of the Note Principal Balance (Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under Section 7.03 or under the M&T Servicing Agreement or the GreenPoint Servicing Agreement and at law or equity to the Indenture Trustee if given by the Noteholders)damages, may including injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer GMACM under this Agreement and in and to the related Mortgage Loans and the proceeds thereof without compensating GMACM for the same with respect to a default by GMACM, or terminate all the rights and obligations of M&T under the M&T Servicing Agreement or GreenPoint under the GreenPoint Servicing Agreement and in and to the related Mortgage Loans in accordance with the M&T Servicing Agreement or the GreenPoint Servicing Agreement. (b) , as applicable; provided, that in addition to the notice provided for in the preceding sentence, the Trustee shall first provide written notice to M&T within two Business Days following the occurrence of a payment default by M&T in accordance with the M&T Servicing Agreement. On or after the receipt by the a Servicer of such written notice, all authority and power of the such Servicer under this Agreement, the M&T Servicing Agreement or the GreenPoint Servicing Agreement, as applicable, whether with respect to the Notes or the Receivables related Mortgage Loans or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitationTrustee. Upon written request from the Trustee, the Servicerrelated Servicer shall prepare, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee's possession all Mortgage Files relating to the related Mortgage Loans, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Receivables related Mortgage Loans and related documents, or otherwise; provided, howeverat such Servicer's sole expense. GMACM, that pursuant to this Agreement, M&T pursuant to the Indenture Trustee M&T Servicing Agreement or any successor Servicer shall not be liable for any actsGreenPoint pursuant to the GreenPoint Servicing Agreement, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the related Servicer's responsibilities and rights of hereunder, under the predecessor Servicer M&T Servicing Agreement or under this the GreenPoint Servicing Agreement, including as applicable, including, without limitation, the transfer to the such successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor defaulting Servicer for deposit, to its Custodial Account or shall Escrow Account or thereafter be received with respect to a Receivablethe related Mortgage Loans or any related REO Property (provided, however, that the defaulting Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement, under the M&T Servicing Agreement or under the GreenPoint Servicing Agreement, as applicable, on or prior to the date of such termination, whether in respect of Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Indenture Trustee shall give not have knowledge of a Servicer Default unless a Responsible Officer of the Rating Agencies Trustee has actual knowledge or unless written notice of any termination of Servicer Default is received by the Trustee at its Corporate Trust Office and such notice references the Certificates, the Trust Fund or this Agreement. Notwithstanding the Servicer pursuant to Default set forth in clauses (viii) and (ix) above, there shall be no cross-default between the terms of this Section 8.1Servicers.

Servicer Default. (a) If any one of the following events (a "Servicer Default") ---------------- shall occur and be continuing: (ia) any failure by the Servicer to deliver to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or (i) to deliver to the Indenture Trustee for distribution to the Noteholders deposit in any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement Trust Accounts or the Certificate Distribution Account any required payment or (ii) to direct the Indenture Trustee to make any required distribution therefrom that shall continue unremedied for a period of more than three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or the Holders after discovery of Notes evidencing not less than 25% such failure by an officer of the Note Principal BalanceServicer; or (iib) any failure on the part of the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, Servicer or the Seller (as the case may be) set forth in the Notes this Agreement or in this Agreementany other Basic Document, which failure shall (ai) materially and adversely affect the rights of the Certificateholders, the Subordinated Interest Holders or Noteholders and (bii) continue continues unremedied for a period of more than 30 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (zA) to the Servicer or the Seller, Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Outstanding Principal BalanceAmount of the Notes or the "Holders" (as defined in the Trust Agreement) of Fixed-Rate Certificates evidencing not less than 25% of the Certificate Balance thereof; or (iiic) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; Seller or the admission by the Servicer in writing 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 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 obligationsServicer; then, and in each and every case, so long as a the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Class A Notes evidencing not less than 25% of the Outstanding Principal Amount of such Notes, or if no Class A Notes are Outstanding, the Holders of Class B Notes evidencing not less than 25% of the Outstanding Principal Amount of such Notes, or if no Notes are Outstanding, either the Owner Trustee or the Holders of Notes the Fixed-Rate Certificates evidencing more not less than 5025% of the Note Principal Certificate Balance thereof, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), ) may terminate all of the rights and obligations (other than the obligations set forth in SECTION 7.02 hereof) of the Servicer under this Agreement. (b) . 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 Notes, the Certificates, the Subordinated Interests or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1SECTION 8.02; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as and the case may be, is Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer Servicer, the Indenture Trustee and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. The Indenture All reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection (x) with transferring the computer or other records to the successor Servicer in the form requested and (y) amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1Agencies.

Servicer Default. (a) If any one Each of the following events shall constitute a servicer default ("each, a “Servicer Default") ---------------- shall occur and be continuing:”): (i) any failure default by the Loan Participation Servicer to deliver to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered as “Lead Lender” under the terms of the Notes and this Participation Agreement that shall continue remains unremedied for a period of more than three Business Days after written notice from within the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal Balancetimeframe(s) specified therein; or (ii) any failure on the part of the Loan Participation Servicer duly to observe or to perform in any material respect any other of the covenants or agreements on the part of the Servicer, set forth in the Notes or Loan Participation Servicer in this Agreement, Servicing Agreement which failure shall (a) materially and adversely affect the rights of the Noteholders and (b) continue continues unremedied for a period of more than 30 forty-five (45) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer received by the Indenture Trustee, or (z) to Loan Participation Servicer from the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal BalanceLoan Participation Holder; or (iii) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling marshalling of assets and liabilitiesliabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Loan Participation Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (iv) consent by the Loan Participation Servicer to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Loan Participation Servicer or of to all or relating to substantially all of its property; or or (v) the Loan Participation Servicer’s admission by the Servicer in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of a petition to take advantage of invoke any applicable 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 voluntarily suspending payment of its obligations; thenor (vi) a court of competent jurisdiction shall have found that the Loan Participation Servicer or any of its senior executive officers has committed an act of civil fraud; or (vii) the Loan Participation Servicer or any of its principal officers shall have been convicted of any criminal act related to the Loan Participation Servicer’s lending or mortgage selling or servicing activities; (viii) the Loan Participation Servicer consummates a transaction that results in a Change of Control; or (ix) the Loan Participation Servicer ceases to be in good standing under the laws of its governing jurisdiction for a period of thirty (30) days following notice thereof by any governmental authority having jurisdiction over such determination. (b) Upon the occurrence of a Servicer Default, and in each and every case, so long as a such Servicer Default shall not have been remedied, the Indenture Trustee or the Holders of Notes evidencing more than 50% of the Note Principal Balance Loan Participation Holder may (and to the Indenture Trustee if given by the Noteholders), may a) terminate all of obligations and duties imposed upon the rights and obligations of the Loan Participation Servicer under this Servicing Agreement. , and (b) On name and appoint a successor or after the receipt by the Servicer successors (including itself) to succeed to and assume all of such written notice, all authority obligations and power duties of the Servicer under this Agreement, whether with respect Loan Participation Servicer. Such actions shall be effected by notice in writing to the Notes or the Receivables or otherwise, shall, without further action, pass to Loan Participation Servicer and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes shall become effective upon receipt of such notice of termination, whether to complete by the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Loan Participation Servicer and the Indenture Trustee in effecting the termination acceptance of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the such appointment by such successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1successors.

Servicer Default. (a) If any one of the following events ("Servicer Default") ---------------- shall occur and be continuing: (i) any failure by the Servicer to deliver to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement that shall continue unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (ii) any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, set forth in the Notes or in this Agreement, which failure shall (a) materially and adversely affect the rights of the Noteholders and (b) continue unremedied for a period of more than 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (iii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling 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 admission by the Servicer in writing 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 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; then, and in each and every case, so long as a Servicer Default shall not have been remedied, (x) the Indenture Trustee or the Holders of Notes evidencing more than 50% of the Note Principal Balance (and to the Indenture Trustee if given by the Noteholders), may terminate all of the rights and obligations of the Servicer under this Agreement. (b) 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 or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1.

Servicer Default. (a) If any one of the following events ("Servicer Default") ---------------- shall occur and be continuing: (i) any failure by the Servicer to deliver to the Indenture Trustee on or prior to before the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders Certificateholders any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement that shall continue unremedied for a period of more than three Business Days after written notice from (x) the Indenture Trustee or the Holders of Notes Certificates evidencing not less than 25% of the Note Certificate Principal BalanceBalance (which notice shall be consented to by the Certificate Insurer), or (y) the Certificate Insurer is received by the Servicer as specified in this Agreement; or (ii) any failure on the part of the Servicer or the Seller duly to observe or to perform in any material respect any other covenants or agreements of the ServicerServicer or the Seller, as the case may be, set forth in the Notes Certificates or in this Agreement, which failure shall (a) materially and adversely affect the rights of the Noteholders Certificateholders (determined without regard to the availability of the Certificate Insurance Policy) and (b) continue unremedied for a period of more than 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (x) to the Servicer or the Seller, as the case may be, by the Trustee (which notice is consented to by the Certificate Insurer), (y) to the Servicer or the Seller, as the case may be, and to the Trustee by the Indenture TrusteeHolders of Certificates evidencing not less than 25% of the Certificate Principal Balance (which notice shall be consented to by the Certificate Insurer), or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal BalanceCertificate Insurer; or (iii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling 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 admission by the Servicer in writing 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 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; then, and in each and every case, so long as a such Servicer Default shall not have been remedied, (x) the Indenture Trustee or the Holders of Notes evidencing more than 50% Majority Certificateholders, in either case with the consent of the Note Principal Balance Certificate Insurer, or (y) the Certificate Insurer, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the NoteholdersCertificate Insurer or the Certificateholders), may terminate all of the rights and obligations of the Servicer under this Agreement. (b) . 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 Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such -66- successor Servicer as may be appointed under Section 8.2 9.2 pursuant to and under this Section 8.19.1; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-in- fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in or such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies and the Certificate Insurer notice of any termination of the Servicer pursuant to the terms of this Section 8.19.1.

Servicer Default. (a) If any one Servicer Event of Default with ---------------- respect to the following events ("Master Servicer Default") ---------------- shall occur and be continuing: (i) any failure by the Servicer to deliver to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement that shall continue unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (ii) any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, set forth in the Notes or in this Agreement, which failure shall (a) materially and adversely affect the rights of the Noteholders and (b) continue unremedied for a period of more than 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (iii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling 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 admission by the Servicer in writing 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 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; continuing then, and in each and every case, so long as a the Servicer Event of Default shall not have been remedied, the Indenture Trustee or the Holders of Notes evidencing more than 50% of the Note Principal Balance (and Administrator, by notice then given in writing to the Indenture Trustee if given by the Noteholders), Master Servicer may terminate all of the rights and obligations of the Master Servicer in such capacity under this Agreement. (b) Agreement and each of the other Transaction Documents to which it is a party, as Master Servicer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Student Loan Notes or the Receivables Financed Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee Administrator or such successor Master Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1by the Administrator; and, without limitation, the Servicer, Administrator and the Indenture Eligible Lender Trustee or such other successor Servicer, as the case may be, is are hereby authorized and empowered to execute and deliver, on behalf for the benefit of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Financed Student Loans and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Master Servicer shall cooperate with the successor Master Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this AgreementAgreement and all agreements Sub-Servicing with the Sub-Services, including the transfer to the successor Master Servicer of electronic records related to its rights under all existing Sub-Servicing with the Receivables in such form as the successor Servicer may reasonably request Sub-Services Agreements and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to a ReceivableFinanced Student Loan. The Indenture Trustee shall give All reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with transferring all files and other documents in respect of each Financed Student Loan to the Rating Agencies notice of successor Master Servicer and amending this Agreement, the sub-servicing agreements and any termination of the other Transaction Documents to reflect such succession as Master Servicer pursuant to the terms of this Section 8.1shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses.

Servicer Default. Each of the following shall constitute a “Servicer Default” on the part of the Servicer: (a) If Any failure by the Servicer or the Performance Guarantor to observe or perform any one of the following events terms, covenants or agreements on the part of the Servicer set forth in this Agreement ("other than those which are incapable of cure) which continues unremedied for a period of thirty (30) days after the earlier of the date on which the Servicer Default") ---------------- shall occur and be continuing:or the Performance Guarantor has actual knowledge or written notice of such failure; (ib) Any representation, warranty, statement or certification made by the Servicer or the Performance Guarantor shall prove to have been materially incorrect as of the time when made, and which continues to be materially incorrect for thirty (30) days after the earlier of the date on which the Servicer or the Performance Guarantor has actual knowledge or written notice of such inaccuracy; (c) Any failure by the Servicer to maintain any required licenses to do business in any jurisdiction where the Mortgaged Property is located, except where such failure could not reasonably be expected to result in a material adverse effect or any failure by the Servicer to deliver to the Indenture Trustee on be an Approved Seller/Servicer for any two of FNMA, GNMA or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement that shall continue unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal Balance; orFHLMC; (iid) any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, set forth in the Notes or in this Agreement, which failure shall (a) materially and adversely affect the rights of the Noteholders and (b) continue unremedied for a period of more than 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (iii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises Application for the appointment of a conservator, receiver, conservator or receiver or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling including bankruptcy, marshalling of assets and liabilities, liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Servicer and the continuance of any such a decree or order shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive days; or; (ive) the Servicer shall consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling marshalling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or the admission by ; (f) the Servicer shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency insolvency, bankruptcy or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or cease its normal business operations; (g) the Servicer or the voluntary suspension Performance Guarantor enters into a consent agreement or otherwise agrees in writing with any federal or state regulatory agency or authority to restrict its activities, if the default of such agreement by the Servicer or the Performance Guarantor entitles such applicable federal or state agency to place the Servicer in receivership or conservatorship; (h) failure of payment the Servicer to deposit into the Funding Account on or before 2 Business Days after the date of its obligations; thensale or Securitization of an Eligible Mortgage Loan the proceeds of any such sale or Securitization; (i) on or prior to November 30, 2007, the Servicer shall have failed to either (x) appoint a back-up servicer satisfactory to Agent, or (y) enter into the Back-up Servicing Agreement (as such term is defined in the Repurchase Agreement), and such date has not been extended in writing by Agent; (i) the Servicer, Performance Guarantor or any of their respective Subsidiaries shall fail to (x) pay any Indebtedness or Interest Rate Protection Agreements where the amount or amounts of such Indebtedness or Interest Rate Protection Agreement exceeds $50,000,000 (or its equivalent thereof in any other currency) in the aggregate; or (y) perform any other term, provision or condition with respect to any Indebtedness or Interest Rate Protection Agreements of greater than $50,000,000 (or its equivalent thereof in any other currency), which failure results in such Indebtedness becoming due prior to the scheduled date of maturity thereof or enables or permits the holder or holders of such Indebtedness or any trustee or agent on its or their behalf to cause such Indebtedness to become due, or to require the prepayment (other than by a regularly scheduled payment), repurchase, redemption or defeasance thereof, prior to the scheduled date of maturity thereof; or (ii) any other circumstance shall arise (other than the mere passage of time) by reason of which the Servicer, the Performance Guarantor or any of their respective Subsidiaries is required to redeem or repurchase, or offer to holders the opportunity to have redeemed or repurchased, any such Indebtedness or Interest Rate Protection Agreement where the amount or amounts of such Indebtedness or Interest Rate Protection Agreement exceeds $50,000,000 (or its equivalent thereof in any other currency) in the aggregate; (k) at any time the Delinquency Ratio shall be greater than five percent (5%) of the Aggregate Purchase Price at such time; (l) any financial covenant of PHH Corporation contained in Section 3.4(g) shall not be satisfied; or (m) the failure on the part of the Servicer to make any payment or deposit required under this Agreement or any other Transaction Document on or before 2 Business Days after the date such payment or deposit is required to be made. In each and every such case, so long as a Servicer Default shall not have been remedied, in addition to whatsoever rights the Indenture Trustee Agent and the Principals may have at law or in equity to damages, including injunctive relief and specific performance, the Holders of Notes evidencing more than 50% of the Note Principal Balance (and Agent, by notice in writing to the Indenture Trustee if given by the Noteholders), Servicer may terminate all of the rights and obligations of the Servicer under this Agreement. (b) On or after Agreement and in and to the Eligible Mortgage Loans and the proceeds thereof other than unpaid Servicing Fees. The Agent will only remove the Servicer as described above upon the affirmative vote of the Required Principals. Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes or the Receivables Eligible Mortgage Loans or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitation12.1 hereof. Upon written request from the Agent, the ServicerServicer shall prepare, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of deliver to the predecessor Servicer, as attorney-in-fact or otherwise, successor entity designated by the Agent any and all documents and other instruments, place in such successor’s possession all Mortgage Loan Files, and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether including but not limited to complete the transfer and endorsement or assignment of the Receivables Eligible Mortgage Loans and related documents, or otherwise; provided, however, that at the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such successionServicer’s sole expense. The predecessor Servicer shall cooperate with the such successor Servicer and the Indenture Trustee in effecting the termination of the Servicer’s responsibilities and rights of the predecessor Servicer under this Agreementhereunder, including without limitation, the transfer to the such successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor Servicer for deposit, to Margin Call Account or shall Escrow Account or thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1Eligible Mortgage Loans.

Servicer Default. (a) If With respect to any one Trust Fund, each of the following events shall constitute a servicer default ("each, a “Servicer Default") ---------------- shall occur and be continuing:”): (ia) any failure by the Master Servicer to deliver to the Indenture Trustee on make any payment, deposit or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment transfer required to be so delivered made under the terms of this Master Agreement or the Notes and this Agreement that shall continue applicable Issue Supplement which continues unremedied for a period of more than three Business Days five days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been: (i) received by the Master Servicer from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of Calculation and Paying Agent, or (ii) received by the Note Principal BalanceMaster Servicer and the Trustee from the Required Certificateholder; or (iib) any failure on the part of the Master Servicer duly to observe or to perform in any material respect any other of the covenants or agreements on the part of the Servicer, set forth in the Notes or Master Servicer in this Agreement, Master Agreement or the applicable Issue Supplement which failure shall (a) materially and adversely affect the rights of the Noteholders and (b) continue continues unremedied for a period of more than 30 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given been: (yi) to the Servicer received by the Indenture TrusteeMaster Servicer from the Trustee or the Calculation and Paying Agent, or (zii) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee received by the Holders of Notes evidencing not less than 25% of Master Servicer and the Note Principal BalanceTrustee from the Required Certificateholder; or (iiic) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling marshalling of assets and liabilitiesliabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or (d) consent by the Master Servicer to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of to all or relating to substantially all of its property; or the or (e) The Master Servicer’s admission by the Servicer in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of a petition to take advantage of invoke any applicable 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 voluntarily suspending payment of its obligations; then. With respect to any Trust Fund, upon the occurrence of a Servicer Default, and in each and every case, so long as a such Servicer Default shall not have been remedied, the Indenture Trustee or the Holders of Notes evidencing more than 50% of the Note Principal Balance Required Certificateholder may (and to the Indenture Trustee if given by the Noteholders), may a) terminate all of obligations and duties imposed upon the rights and obligations of the Master Servicer under this Agreement. Master Agreement and the related Issue Supplement, and (b) name and appoint a successor or successors to succeed to and assume all of such obligations and duties of the Master Servicer. Such actions shall be effected by notice in writing to the Master Servicer and shall become effective upon receipt of such notice by the Master Servicer and the acceptance of such appointment by such successor or successors. On or and after the receipt by the Master Servicer of such written noticenotice and the acceptance by the successor or successors to the Master Servicer, all authority obligations and power of duties imposed upon the Master Servicer under this Agreement, whether with respect to the Notes or the Receivables or otherwise, shall, without further action, Master Agreement and each related Issue Supplement shall pass to and be vested vest in the Indenture Trustee successor or successors named in the notice, and such successor Servicer as may or successors shall be appointed under Section 8.2 pursuant authorized, and hereby are authorized, to take all such action and under this Section 8.1; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, deliver all such instruments and documents on behalf of the predecessor Master Servicer, as attorney-in-attorney in fact or otherwise, any as may be necessary and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor written notice. The Master Servicer shall not be liable for any acts, omissions or obligations of pay the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer reasonable costs and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect expenses relating to a Receivable. The Indenture Trustee shall give the Rating Agencies notice of any termination of the Servicer pursuant transition to the terms of this Section 8.1a successor Master Servicer.

Servicer Default. (a) If any one Servicer Event of Default with respect to the following events ("Master Servicer Default") ---------------- shall occur and be continuing: (i) any failure by the Servicer to deliver to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement that shall continue unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (ii) any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, set forth in the Notes or in this Agreement, which failure shall (a) materially and adversely affect the rights of the Noteholders and (b) continue unremedied for a period of more than 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (iii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling 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 admission by the Servicer in writing 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 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; continuing then, and in each and every case, so long as a the Servicer Event of Default shall not have been remedied, the Indenture Trustee or Administrative Agent at the Holders of Notes evidencing more than 50% request of the Note Principal Balance (and Lenders or any Funding Agent, by notice then given in writing to the Indenture Trustee if given by the Noteholders), Master Servicer may terminate all of the rights and obligations of the Master Servicer in such capacity under this Agreement. (b) Agreement and each of the other Transaction Documents to which it is a party, as Master Servicer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Student Loan Notes or the Receivables Pledged Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee Administrative Agent or such successor Master Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1by the Administrative Agent at the request of the Lenders or any Funding Agent; and, without limitation, the Servicer, Administrative Agent and the Indenture Eligible Lender Trustee or such other successor Servicer, as the case may be, is are hereby authorized and empowered to execute and deliver, on behalf for the benefit of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Pledged Student Loans and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Master Servicer shall cooperate with the successor Master Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this AgreementAgreement and all agreements with the Sub-Servicers, including the transfer to the successor Master Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request its rights under all existing Sub-Servicing Agreements and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to a ReceivablePledged Student Loan. The Indenture Trustee shall give All reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with transferring all files and other documents in respect of each Pledged Student Loan to the Rating Agencies notice of successor Master Servicer and amending this Agreement, the Sub-Servicing Agreements and any termination of the other Transaction Documents to reflect such succession as Master Servicer pursuant to the terms of this Section 8.112.15 shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses.

Servicer Default. (a) If any one of the following events (a "Servicer Default") ---------------- shall occur and be continuing: (ia) any failure by the Master Servicer or the Issuer, to deliver to the Indenture Trustee on deposit or prior to the Determination Date the Servicer's Certificate for the related Collection Period credit, or to deliver to the Indenture Trustee for distribution to deposit, in any of the Noteholders Trust Accounts any proceeds or payment amount required hereunder to be so as deposited, credited or delivered under or to direct the terms of the Notes and this Agreement Indenture Trustee to make any required distributions therefrom, that shall continue unremedied for a period of more than three Business Days after written notice of such failure is received from the Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Master Servicer; (b) any failure by the Master Servicer to deliver to the Indenture Trustee or the Holders Owner Trustee a report in accordance with Section 4.09 and/or Section 4.10 by the fourth Business Day prior to the Distribution Date with respect to which such report is due, or the Master Servicer shall have defaulted in the due observance of Notes evidencing not less any provision of Section 7.02 (other than 25% of the Note Principal Balance; orfailure to enter into an assumption agreement under Section 7.02, which is a Servicer Default only if such failure continues for ten Business Days); (iic) any failure on the part of the Seller, the Issuer or the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, Master Servicer or the Seller set forth in the Notes this Agreement or in this Agreementany other Basic Document, which failure shall (ai) materially and adversely affect the rights of the Owner Trustee, the Indenture Trustee, the Certificateholders or Noteholders and (bii) continue unremedied for a period of more than 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (yA) to the Servicer by the Indenture Trustee, or (z) to the Master Servicer or the Seller, Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Master Servicer or the Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% ______.___% of the Note Principal BalanceOutstanding Amount of the Notes, or, if the Notes have been paid in full, by Certificateholders evidencing not less than ______.___% of the aggregate Certificate Percentage Interest; (d) the occurrence of an Insolvency Event with respect to the Seller, the Issuer or the Master Servicer; or (iiie) any representation, warranty or statement of the entry of a decree Master Servicer, the Issuer or order by a court the Seller made in this Agreement or agency any certificate, report or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer other writing delivered pursuant hereto shall prove to be incorrect in any insolvencymaterial respect as of the time when the same shall have been made (excluding, readjustment of debthowever, marshaling of assets and liabilitiesany representation or warranty to which Section 3.01 or 4.06 shall be applicable so long as the Master Servicer or the Seller shall be in compliance with Section 3.02 or 4.07, or similar proceedings, or for as the winding up or liquidation of its affairscase may be), and the continuance incorrectness of any such decree representation, warranty or order unstayed and in statement has a material adverse effect for a period of 60 consecutive days; or (iv) on the consent Noteholders or the Certificateholders and, within 30 days after written notice thereof shall have been given to the Master Servicer or the Seller by the Servicer to Indenture Trustee or the appointment Owner Trustee or by the Holders of a conservator or receiver or liquidator in any insolvency, readjustment Notes evidencing not less than ______.___% of debt, marshaling the Outstanding Amount of assets and liabilitiesthe Notes, or similar proceedings Certificateholders evidencing not less than ______.___% of or relating to the Servicer or of or relating to substantially all of its property; or the admission by the Servicer in writing of its inability to pay its debts generally as they become dueaggregate Certificate Percentage Interest, the filing by the Servicer circumstance or condition in respect of a petition to take advantage of any applicable insolvency which such representation, warranty or reorganization statute, the making by the Servicer of an assignment for the benefit of its creditors, statement was incorrect shall not have been eliminated or the voluntary suspension by the Servicer of payment of its obligationsotherwise cured; then, and in each and every case, so long as a such Servicer Default shall not have been remedied, either the Indenture Trustee or Trustee, the Holders of Notes evidencing more not less than 50% a majority of the Note Principal Balance Outstanding Amount of the Notes, voting as a single Class (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or by Certificateholders evidencing not less than a majority of the aggregate Certificate Percentage Interest), by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Master Servicer under this Agreement. (b) . Upon such termination or a termination pursuant to Section 8.06, termination of the Master Servicer as custodian can be made pursuant to Section 3.07. On or after the receipt by the Master Servicer of such written noticenotice of termination pursuant to this Section or Section 8.06, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes or Notes, the Receivables Certificates, the Contracts or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee Trustee, the Backup Servicer or such successor Master Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.18.02, as the case may be; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as and the case may be, is Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf for the benefit of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Contracts and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Master Servicer shall cooperate with the successor Servicer Indenture Trustee and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to Indenture Trustee or the Receivables in such form Backup Servicer, as the successor Servicer case may reasonably request and the transfer to the successor Servicer be, for administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1Contract.

Servicer Default. (a) If any one of the following events (a "Servicer Default") ---------------- shall occur and be continuing: (ia) any failure by the Servicer to deliver to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or (i) to deliver to the Indenture Trustee for distribution to the Noteholders deposit in any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement Trust Accounts any required payment or (ii) to direct the Indenture Trustee to make any required distribution therefrom in either case that shall continue unremedied for a period of more than three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or the Holders after discovery of Notes evidencing not less than 25% such failure by an officer of the Note Principal BalanceServicer; or (iib) any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, Servicer set forth in the Notes this Agreement or in this Agreementany other Basic Document, which failure shall (ai) materially and adversely affect the rights of the Class A Noteholders and (bii) continue continues unremedied for a period of more than 30 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (yA) to the Servicer by the Owner Trustee or the Indenture Trustee, Trustee or (zB) to the Servicer or the Seller, as the case may beServicer, and to the Owner Trustee and the Indenture Trustee by the Holders of Class A Notes evidencing not less than 25% of the Note Principal BalanceOutstanding Amount of the Class A Notes; or (iiic) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling 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 admission by the Servicer in writing 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 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 obligationsServicer; then, and in each and every case, so long as a the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders of Class A Notes evidencing more not less than 5025% of the Note Principal Balance Outstanding Amount of the Class A Notes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Class A Noteholders), ) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. Agreement (b) a "Servicer Termination Event"). 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 or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.18.02; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as and the case may be, is Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer Servicer, the Indenture Trustee and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. The Indenture All reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection (x) with transferring the computer or other records to the successor Servicer in the form requested and (y) amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1Agencies.

Servicer Default. (a) If any one For purposes of this Agreement, each of the following events (shall constitute a "Servicer Default") ---------------- shall occur and be continuing: (ia) any failure by the Servicer to deliver to the Indenture Trustee on or prior to the Determination Date Note Insurer the Servicer's Certificate Monthly Servicer Report for the related Collection Period Period, or any failure by the Servicer to make any payment, transfer or deposit, or deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered under the terms of the Notes and Notes, this Agreement or any of the other Transaction Documents to which it is a party, or to make any payment of Note Insurer Obligations on the day when due, in each case that shall continue continues unremedied for a period of more than three one Business Days Day after the earlier to occur of (x) discovery by a Responsible Officer of the Servicer, or (y) the date on which written notice from has been given to the Indenture Servicer by the Trustee or the Holders of Notes Controlling Party, or to the Trustee, the Note Insurer and the Servicer by Noteholders evidencing not less than 25% of the Note Principal BalanceVoting Interests; or (iib) any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, Servicer set forth in the Notes or in Notes, this Agreement, the Insurance Agreement or any of the other Transaction Documents to which the Servicer is a party, which failure shall (ai) materially and adversely affect would have a material adverse effect on the rights or interests of the Noteholders Note Insurer, the Noteholders, the Trustee or the Trust Estate and (bii) continue continues unremedied for a period of more than 30 days after the earlier to occur of (x) discovery by a Responsible Officer of the Servicer or (y) the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Controlling Party or the Trustee, or (z) to the Trustee, the Note Insurer and the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes Noteholders evidencing not less than 25% of the Voting Interests; or the Servicer delegates its duties under the Notes, this Agreement, the Insurance Agreement or any of the other Transaction Documents to which it is a party, except as specifically permitted pursuant to Section 8.07, and such delegation continues unremedied for a period of 15 days after written notice, requiring such delegation to be remedied, shall have been given to the Servicer by the Trustee or the Controlling Party, or to the Trustee, the Note Principal BalanceInsurer and the Servicer by Noteholders evidencing not less than 25% of the Voting Interests; or (iiic) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver, receiver or liquidator for the Servicer in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings, or for the winding up or liquidation of its their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 30 consecutive days; or (ivd) the consent by the Servicer to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; , or the admission by the Servicer shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, or the voluntary suspension by the Servicer of voluntarily suspend payment of its obligations; thenor (e) any representation, warranty or certification made by the Creditrust Corporation in this Agreement, the Insurance Agreement or in any other Transaction Document to which it is a party, or in any certificate delivered pursuant to this Agreement, the Insurance Agreement or in any other Transaction Document to which it is a party, proves to have been incorrect when made, which (i) would have a material adverse effect on the rights of the Noteholders, the Note Insurer or the Trust Estate, respectively, and in each and every case(ii) if capable of remedy, so long as continues unremedied for a period of 30 days after the earlier to occur of (x) discovery by a Responsible Officer of the Servicer Default or (y) the date on which written notice thereof, requiring the same to be remedied, shall not have been remediedgiven to the Servicer by the Controlling Party or the Trustee, or to the Trustee, the Indenture Trustee or Note Insurer and the Holders Servicer by Noteholders evidencing not less than 25% of Notes evidencing more the Voting Interests; or (f) The failure by the Servicer to make any required payment in excess of $100,000 on any obligation of Servicer, other than Servicer's obligations to make payment on account of trade accounts payable which are in dispute in the normal course of business, within 2 Business Days after Servicer has received written notice from any such creditor of Servicer's failure to make such payment; or (g) Commencing December 31, 1998, and on the last day of each June and December thereafter, the cumulative amount of Net Proceeds in respect of all Receivables from the Closing Date to such date is less than the amounts specified in Schedule B. (h) Beginning on October 1, 1998, and on the first date of each month thereafter, for the preceding three calendar months (including any portion of June, 1998 following the Closing Date), the average initial payment plan for the Receivables is less than 50% of the Note Principal average Charged-Off Balance related to such Receivables; or (and to i) Servicer suffers the Indenture Trustee if given by loss, suspension or other material impairment of any required license or permit in any State of the NoteholdersUnited States (or the District of Columbia) where Obligors are located which, in the aggregate for such State (or the District of Columbia), may terminate all accounts for more than $50,000,000 in initial Charged-Off Balances of the rights and obligations Receivables, unless such loss, suspension or impairment is cured within 60 days after any Responsible Officer of the Servicer under this Agreementhas knowledge of such loss, suspension or material impairment; or (j) Either ▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ terminates or shall have terminated his respective employment with the Servicer, or become disabled for a period of three consecutive months or more, or die and a replacement reasonably satisfactory to the Controlling Party has not been appointed within 90 days after such death, termination or disability; or (k) ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall (i) cease to be President or Chairman of the Board of Servicer, unless a replacement reasonably satisfactory to the Controlling Party is appointed within 90 days thereafter, or (ii) engage in material business activities other than the management of Servicer; or (l) There occurs any reduction of ▇▇▇▇▇▇ ▇▇▇▇▇▇'▇ personal investment in Servicer below an amount equal to 51% of the outstanding common stock of Servicer, or such lesser amount as may be acceptable to the Controlling Party. (bm) On Servicer sells, transfers, pledges or after the receipt by the Servicer otherwise disposes of such written notice, all authority and power of the Servicer under this Agreementits membership interest in Issuer, whether with respect to the Notes voluntarily or the Receivables by operation of law, foreclosure or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitation, other enforcement by a Person of its remedies against the Servicer, except pursuant to a merger, consolidation or a sale of all or substantially all the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf assets of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwiseServicer in a transaction not prohibited by this Agreement; provided, however, that the Indenture Trustee Servicer may pledge its membership interest in the Issuer to a secured lender (x) in connection with a pledge of all or substantially all of the assets of the Servicer to secure indebtedness owed to such lender for borrowed money, or (y) with the prior written consent of the Note Insurer. Notwithstanding the foregoing, the cure periods referred to in each of clauses (a), (f) and (j) above may be extended for an additional period of five Business Days each, or such longer period not to exceed 30 Business Days as may be acceptable to the Controlling Party, if such delay or failure was caused by an act of God or other similar occurrence. Upon the occurrence of any successor such event the Servicer shall not be liable for any acts, omissions or relieved from using its best efforts to perform its obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate in a timely manner in accordance with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1Agreement and the Servicer shall provide the Trustee, the Note Insurer, the Rating Agency, the Placement Agent and the Noteholders prompt notice of such failure or delay by it, together with a description of its effort to so perform its obligations. The Servicer shall notify the Trustee and the Note Insurer in writing of any Servicer Default that it discovers within one Business Day of such discovery.

Servicer Default. (a) If any one of the following events (a "Servicer Default") ---------------- shall occur and be continuing: (ia) any failure by the Servicer to deliver to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or (i) to deliver to the Indenture Trustee for distribution to the Noteholders deposit in any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement Trust Accounts or the Certificate Distribution Account any required payment or (ii) to direct the Indenture Trustee to make any required distribution therefrom that shall continue unremedied for a period of more than three Business Days after written notice of such failure is received by the Servicer from the Owner Trustee or the Indenture Trustee or the Holders after discovery of Notes evidencing not less than 25% such failure by an officer of the Note Principal BalanceServicer; or (iib) any failure on the part of the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, Servicer or the Seller (as the case may be) set forth in the Notes this Agreement or in this Agreementany other Basic Document, which failure shall (ai) materially and adversely affect the rights of the Certificateholder or Noteholders and (bii) continue continues unremedied for a period of more than 30 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (zA) to the Servicer or the Seller, Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Outstanding Principal BalanceAmount of the Notes or the "Holder" (as defined in the Trust Agreement) of the Certificate; or (iiic) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; Seller or the admission by the Servicer in writing 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 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 obligationsServicer; then, and in each and every case, so long as a the Servicer Default shall not have been remedied, either the Indenture Trustee Trustee, or the Holders of Class A Notes evidencing more not less than 5025% of the Note Outstanding Principal Balance Amount of such Notes, or if no Class A Notes are Outstanding, the Holders of Class B Notes evidencing not less than 25% of the Outstanding Principal Amount of such Notes, or if no Notes are Outstanding, either the Owner Trustee or the Holder of the Certificate, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), ) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. (b) . 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 Notes, the Certificate or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.18.02; and, without limitation, the Servicer, the 40 45 Indenture Trustee or such other successor Servicer, as and the case may be, is Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer Servicer, the Indenture Trustee and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. The Indenture All reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection (x) with transferring the computer or other records to the successor Servicer in the form requested and (y) amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1Agencies.

Servicer Default. (a) If any In case one or more of the following events of default by the Servicer (each, a "Servicer Default") ---------------- shall occur and be continuing, that is to say: (i) any failure by the Servicer Option One to deliver remit to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered made under the terms of the Notes and this Agreement that shall continue which continues unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal BalanceDays; or (ii) any failure on the part of the Servicer Option One duly to observe or to perform in any material respect any other of the covenants or agreements on the part of the Servicer, Option One set forth in the Notes or in this Agreement, the breach of which failure shall (a) materially has a material adverse effect and adversely affect the rights of the Noteholders and (b) which continue unremedied for a period of more than 30 sixty days (except that such number of days shall be fifteen in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and such failure shall be deemed to have a material adverse effect) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (iii) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, conservator or receiver or liquidator for the Servicer in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against Option One and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive sixty days; or (iv) the Option One shall consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer Option One or of or relating to all or substantially all of its property; or the admission by the Servicer or (v) Option One shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, or the voluntary suspension by the Servicer of voluntarily suspend payment of its obligations; or (vi) Option One attempts to assign its right to servicing compensation hereunder or Option One attempts to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except as otherwise permitted herein; or (vii) Option One ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects Option One's ability to perform its obligations hereunder; or (viii) a default by WMBFA under the Servicing Agreement; then, and in each and every such case, so long as a Servicer Default shall not have been remedied, the Indenture Trustee Trustee, by notice in writing to the related Servicer shall with respect to a payment default by the related Servicer pursuant to Section 8.01(i) above or Section 6.1(i) of the Holders Servicing Agreement and, upon the occurrence and continuance of Notes any other Servicer Default, may, and, at the written direction of Certificateholders evidencing more not less than 5025% of the Note Principal Balance (Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under Section 7.03 and at law or equity to the Indenture Trustee if given by the Noteholders)damages, may including injunctive relief and specific performance, terminate all of the rights and obligations of the related Servicer under this Agreement or the Servicing Agreement. (b) , as applicable and in and to the related Mortgage Loans and the proceeds thereof without compensating the related Servicer for the same. On or after the receipt by the a Servicer of such written notice, all authority and power of the Servicer under this Agreement or the Servicing Agreement, as applicable, whether with respect to the Notes or the Receivables related Mortgage Loans or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitationTrustee. Upon written request from the Trustee, the Servicerrelated Servicer shall prepare, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee's possession all Mortgage Files relating to the related Mortgage Loans, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Receivables related Mortgage Loans and related documents, or otherwise, at the related Servicer's sole expense; provided, however, that the Indenture Trustee or any successor Servicer in no event shall not Option One be liable responsible for any actsexpenses incurred as a result of any termination pursuant to Section 8.01(viii) above. Option One, omissions pursuant to this Agreement or obligations of WMBFA pursuant to the Servicer prior to such succession. The predecessor Servicer Servicing Agreement, as applicable, shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the related Servicer's responsibilities and rights of hereunder or under the predecessor Servicer under this Servicing Agreement, including as applicable, including, without limitation, the transfer to the such successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor related Servicer for deposit, to its Custodial Account or shall Escrow Account or thereafter be received with respect to a Receivablethe related Mortgage Loans or any related REO Property. The Indenture Trustee shall give not have knowledge of a Servicer Default unless a Responsible Officer of the Rating Agencies Trustee has actual knowledge or unless written notice of any termination of Servicer Default is received by the Servicer pursuant to Trustee at its Corporate Trust Office and such notice references the terms of Certificates, the Trust Fund or this Section 8.1Agreement.

Servicer Default. (a) If any In case one or more of the following events of default by the Servicer ("each, a “Servicer Default"”) ---------------- shall occur and be continuing, that is to say: (i) any failure by the Servicer to deliver remit to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders Securities Administrator any proceeds or payment required to be so delivered made under the terms of the Notes and this Agreement that shall continue (including, but not limited to Advances) which continues unremedied for a period of more than three two Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal BalanceDays; or (ii) any failure on the part of the Servicer duly to observe or to perform in any material respect any other of the covenants or agreements of the Servicer, set forth in the Notes or this Agreement (other than those described in this Agreement, which failure shall clauses (aviii) materially and adversely affect the rights of the Noteholders and (bix) below), the breach of which has a material adverse effect on the Certificateholders and which continue unremedied for a period of more than 30 thirty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture TrusteeMaster Servicer, or (z) to the Servicer Securities Administrator or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal BalanceTrustee; or (iii) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, conservator or receiver or liquidator for the Servicer in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Servicer and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive sixty days; or (iv) the Servicer shall consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or the admission by or (v) the Servicer shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) the voluntary suspension Servicer attempts to assign its right to servicing compensation hereunder (other than any payment by the Servicer of payment any portion of the Servicing Fee to the Seller as provided in a separate side letter between the Seller and the Servicer) or the Servicer attempts to sell or otherwise dispose of all or substantially all of its obligationsproperty or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except, in each case as otherwise permitted herein; or (vii) the Servicer ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Servicer’s ability to perform its obligations hereunder; or (viii) any failure by the Servicer to duly perform, within the required time period, its obligation to provide the annual compliance statements and the accountant’s report described in Sections 3.13 and 3.14 hereof, which failure continues unremedied for a period of ten (10) days after the date on which written notice of such failure, requiring the same to be remedied, has been given to the Servicer by the Master Servicer; or (ix) any failure by the Servicer to provide, within the required time period set forth in Section 4.03 hereof, any required reports or data pertaining to the Mortgage Loans, which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, has been given to the Servicer by the Master Servicer; then, and in each and every such case, so long as a Servicer Default shall not have been remedied, the Indenture Trustee or Master Servicer, by notice in writing to the Holders Servicer shall with respect to a payment default by the Servicer pursuant to Section 8.01(i) and, upon the occurrence and continuance of Notes any other Servicer Default, may, and, at the written direction of Certificateholders evidencing more not less than 5025% of the Note Principal Balance (Voting Rights shall, in addition to whatever rights the Master Servicer or the Trustee on behalf of the Certificateholders may have under Section 7.03 and at law or equity to the Indenture Trustee if given by the Noteholders)damages, may including injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer under this Agreement. (b) On or after Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Upon the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, Agreement whether with respect to the Notes or the Receivables Mortgage Loans or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitation, Master Servicer. Upon written request from the Master Servicer, the Indenture Trustee or such other successor ServicerServicer shall prepare, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession, or the applicable Custodian’s possession on its behalf, all Mortgage Files relating to the related Mortgage Loans, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Receivables Mortgage Loans and related documents, or otherwise; provided, however, that at the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such successionServicer’s sole expense. The predecessor defaulting Servicer shall cooperate with the successor Master Servicer and the Indenture Trustee in effecting the termination of the its responsibilities and rights of the predecessor Servicer under this Agreementhereunder including, including without limitation, the transfer to the such successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor defaulting Servicer for deposit, to the Custodial Account or shall Escrow Accounts or thereafter be received with respect to a Receivablethe Mortgage Loans or any related REO Property (provided, however, that the defaulting Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Indenture Trustee Master Servicer shall give the Rating Agencies not have knowledge of a Servicer Default unless a Master Servicing Officer has actual knowledge or unless written notice of any termination of Servicer Default is received by the Master Servicer pursuant to and such notice references the terms of Certificates, the Trust Fund or this Section 8.1Agreement.

Servicer Default. (a) If any one of the following events ("Servicer Default") ---------------- shall occur and be continuing: (i) any failure by the Servicer to deliver to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders Certificateholders any proceeds or payment required to be so delivered under the terms of the Notes Certificates and this Agreement that shall continue unremedied for a period of more than three Business Days after written notice from (x) the Indenture Trustee or the Holders of Notes Certificates evidencing not less than 25% of the Note Certificate Principal Balance, which notice, in either case, shall be consented to by the Certificate Insurer, or (y) the Certificate Insurer is received by the Servicer as specified in this Agreement; or (ii) any failure on the part of the Servicer or the Seller duly to observe or to perform in any material respect any other covenants or agreements of the ServicerServicer or the Seller, as the case may be, set forth in the Notes Certificates or in this Agreement, which failure shall (a) materially and adversely affect the rights of the Noteholders Certificateholders (determined without regard to the availability of the Certificate Insurance Policy) and (b) continue unremedied for a period of more than 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (x) to the Servicer or the Seller, as the case may be, by the Trustee (which notice is consented to by the Certificate Insurer), or (y) to the Servicer or the Seller, as the case may be, and to the Trustee by the Indenture TrusteeHolders of Certificates evidencing not less than 25% of the Certificate Principal Balance (which notice shall be consented to by the Certificate Insurer), or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal BalanceCertificate Insurer; or (iii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling 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 admission by the Servicer in writing 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 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; then, and in each and every case, so long as a Servicer an Event of Default shall not have been remedied, (x) the Indenture Trustee or the Holders of Notes Certificates evidencing more than 50% of the Note Certificate Principal Balance Balance, in either case with the consent of the Certificate Insurer or (y) the Certificate Insurer, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the NoteholdersCertificate Insurer or the Certificateholders), may terminate all of the rights and obligations of the Servicer under this Agreement. (b) . 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 Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 9.2 pursuant to and under this Section 8.19.1; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies and the Certificate Insurer notice of any termination of the Servicer pursuant to the terms of this Section 8.19.1.

Servicer Default. Each of the following shall constitute a “Servicer Default” on the part of the Servicer: (a) If Any failure by the Servicer or the Performance Guarantor to observe or perform any one of the following events terms, covenants or agreements on the part of the Servicer set forth in this Agreement ("other than those which are incapable of cure) which continues unremedied for a period of thirty (30) days after the earlier of the date on which the Servicer Default") ---------------- shall occur and be continuing:or the Performance Guarantor has actual knowledge or written notice of such failure; (ib) Any representation, warranty, statement or certification made by the Servicer or the Performance Guarantor shall prove to have been materially incorrect as of the time when made, and which continues to be materially incorrect for thirty (30) days after the earlier of the date on which the Servicer or the Performance Guarantor has actual knowledge or written notice of such inaccuracy; (c) Any failure by the Servicer to maintain any required licenses to do business in any jurisdiction where the Mortgaged Property is located, except where such failure could not reasonably be expected to result in a material adverse effect or any failure by the Servicer to deliver to the Indenture Trustee on be an Approved Seller/Servicer for any two of FNMA, GNMA or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement that shall continue unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal Balance; orFHLMC; (iid) any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, set forth in the Notes or in this Agreement, which failure shall (a) materially and adversely affect the rights of the Noteholders and (b) continue unremedied for a period of more than 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (iii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises Application for the appointment of a conservator, receiver, conservator or receiver or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling including bankruptcy, marshalling of assets and liabilities, liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Servicer and the continuance of any such a decree or order shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive days; or; (ive) the Servicer shall consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling marshalling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or the admission by ; (f) the Servicer shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency insolvency, bankruptcy or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or cease its normal business operations; (g) the Servicer or the voluntary suspension Performance Guarantor enters into a consent agreement or otherwise agrees in writing with any federal or state regulatory agency or authority to restrict its activities, if the default of such agreement by the Servicer or the Performance Guarantor entitles such applicable federal or state agency to place the Servicer in receivership or conservatorship; (h) failure of the Servicer to deposit into the Funding Account on or before 2 Business Days after the date of sale or Securitization of an Eligible Mortgage Loan the proceeds of any such sale or Securitization; (i) [reserved]; (i) The Servicer, Performance Guarantor or any of their respective Subsidiaries shall fail to (x) pay any Indebtedness or Interest Rate Protection Agreements where the amount or amounts of such Indebtedness or Interest Rate Protection Agreement exceeds $50,000,000 (or its equivalent thereof in any other currency) in the aggregate; or (y) perform any other term, provision or condition with respect to any Indebtedness or Interest Rate Protection Agreements of greater than $50,000,000 (or its equivalent thereof in any other currency), which failure results in such Indebtedness becoming due prior to the scheduled date of maturity thereof or enables or permits the holder or holders of such Indebtedness or any trustee or agent on its or their behalf to cause such Indebtedness to become due, or to require the prepayment (other than by a regularly scheduled payment), repurchase, redemption or defeasance thereof, prior to the scheduled date of maturity thereof; or (ii) any other circumstance shall arise (other than the mere passage of time) by reason of which the Servicer, the Performance Guarantor or any of their respective Subsidiaries is required to redeem or repurchase, or offer to holders the opportunity to have redeemed or repurchased, any such Indebtedness or Interest Rate Protection Agreement where the amount or amounts of such Indebtedness or Interest Rate Protection Agreement exceeds $50,000,000 (or its equivalent thereof in any other currency) in the aggregate; (k) at any time the Delinquency Ratio shall be greater than seven percent (7%) of the Aggregate Purchase Price at such time; or (l) any financial covenant of PHH Corporation contained in Section 3.4(g) shall not be satisfied; or (m) the failure on the part of the Servicer to make any payment of its obligations; then, and in or deposit required under this Agreement or any other Transaction Document on or before 2 Business Days after the date such payment or deposit is required to be made. In each and every such case, so long as a Servicer Default shall not have been remedied, in addition to whatsoever rights the Indenture Trustee Agent and the Principals may have at law or in equity to damages, including injunctive relief and specific performance, the Holders of Notes evidencing more than 50% of the Note Principal Balance (and Agent, by notice in writing to the Indenture Trustee if given by the Noteholders), Servicer may terminate all of the rights and obligations of the Servicer under this Agreement. (b) On or after Agreement and in and to the Eligible Mortgage Loans and the proceeds thereof other than unpaid Servicing Fees. The Agent will only remove the Servicer as described above upon the affirmative vote of the Required Principals. Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes or the Receivables Eligible Mortgage Loans or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitation12.1 hereof. Upon written request from the Agent, the ServicerServicer shall prepare, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of deliver to the predecessor Servicer, as attorney-in-fact or otherwise, successor entity designated by the Agent any and all documents and other instruments, place in such successor's possession all Mortgage Loan Files, and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether including but not limited to complete the transfer and endorsement or assignment of the Receivables Eligible Mortgage Loans and related documents, or otherwise; provided, however, that at the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such successionServicer's sole expense. The predecessor Servicer shall cooperate with the such successor Servicer and the Indenture Trustee in effecting the termination of the Servicer's responsibilities and rights of the predecessor Servicer under this Agreementhereunder, including without limitation, the transfer to the such successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor Servicer for deposit, to Margin Call Account or shall Escrow Account or thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1Eligible Mortgage Loans.

Servicer Default. (a) If any In case one or more of the following events of default by the Servicer (each, a "Servicer Default") ---------------- shall occur and be continuing, that is to say: (i) any failure by the Servicer to deliver remit to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered made under the terms of the Notes and this Agreement that shall continue which continues unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal BalanceDays; or (ii) any failure on the part of the Servicer duly to observe or to perform in any material respect any other of the covenants or agreements of the Servicer, set forth in the Notes or in this Agreement, the breach of which failure shall (a) materially has a material adverse effect and adversely affect the rights of the Noteholders and (b) which continue unremedied for a period of more than 30 sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (iii) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, conservator or receiver or liquidator for the Servicer in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Servicer and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive sixty days; or (iv) the Servicer shall consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or the admission by or (v) the Servicer shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, or the voluntary suspension by the Servicer of voluntarily suspend payment of its obligations; or (vi) the Servicer attempts to assign its right to servicing compensation hereunder (other than any payment by the Servicer of any portion of the Servicing Fee to the Seller as provided in a separate side letter between the Seller and the Servicer) or the Servicer attempts to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except, in each case as otherwise permitted herein; or (vii) the Servicer ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Servicer's ability to perform its obligations hereunder; or then, and in each and every such case, so long as a Servicer Default shall not have been remedied, the Indenture Trustee or Trustee, by notice in writing to the Holders Servicer shall with respect to a payment default by the Servicer pursuant to Section 8.01(i) and, upon the occurrence and continuance of Notes any other Servicer Default, may, and, at the written direction of Certificateholders evidencing more not less than 5025% of the Note Principal Balance (Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under Section 7.03 and at law or equity to the Indenture Trustee if given by the Noteholders)damages, may including injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer under this Agreement. (b) Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, Agreement whether with respect to the Notes or the Receivables Mortgage Loans or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitationTrustee. Upon written request from the Trustee, the ServicerServicer shall prepare, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee's possession all Mortgage Files relating to the related Mortgage Loans, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Receivables Mortgage Loans and related documents, or otherwise; provided, however, that at the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such successionServicer's sole expense. The predecessor defaulting Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the its responsibilities and rights of the predecessor Servicer under this Agreementhereunder including, including without limitation, the transfer to the such successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor defaulting Servicer for deposit, to the Custodial Accounts or shall Escrow Accounts or thereafter be received with respect to a Receivablethe Mortgage Loans or any related REO Property (provided, however, that the defaulting Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Indenture Trustee shall give not have knowledge of a Servicer Default unless a Responsible Officer of the Rating Agencies Trustee has actual knowledge or unless written notice of any termination of Servicer Default is received by the Servicer pursuant to Trustee at its Corporate Trust Office and such notice references the terms of Certificates, the Trust Fund or this Section 8.1Agreement.

Servicer Default. (a) If any In case one or more of the following events of default by a Servicer (each, a "Servicer Default") ---------------- shall occur and be continuing, that is to say: (i) any failure by the Servicer to deliver remit to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered made under the terms of the Notes and this Agreement that shall continue which continues unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal BalanceDays; or (ii) any failure on the part of the Servicer duly to observe or to perform in any material respect any other of the covenants or agreements of the Servicer, set forth in the Notes or in this Agreement, the breach of which failure shall (a) materially has a material adverse effect and adversely affect the rights of the Noteholders and (b) which continue unremedied for a period of more than 30 sixty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the related Servicer by the Indenture Trustee, or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (iii) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, conservator or receiver or liquidator for the Servicer in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the related Servicer and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive sixty days; or (iv) the related Servicer shall consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings of or relating to the such Servicer or of or relating to all or substantially all of its property; or or (v) the admission by the related Servicer shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, or the voluntary suspension by the Servicer of voluntarily suspend payment of its obligations; or (vi) the related Servicer attempts to assign its right to servicing compensation hereunder or such Servicer attempts to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except as otherwise permitted herein; or (vii) the related Servicer ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects such Servicer's ability to perform its obligations hereunder; or then, and in each and every such case, so long as a Servicer Default shall not have been remedied, the Indenture Trustee or Trustee, by notice in writing to the Holders related Servicer shall with respect to a payment default by the related Servicer pursuant to Section 8.01(i) and, upon the occurrence and continuance of Notes any other Servicer Default, may, and, at the written direction of Certificateholders evidencing more not less than 5025% of the Note Principal Balance (Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under Section 7.03 and at law or equity to the Indenture Trustee if given by the Noteholders)damages, may including injunctive relief and specific performance, terminate all of the rights and obligations of the related Servicer under this Agreement. (b) Agreement and in and to the related Mortgage Loans and the proceeds thereof without compensating the related Servicer for the same. On or after the receipt by the a Servicer of such written notice, all authority and power of the such Servicer under this Agreement, Agreement whether with respect to the Notes or the Receivables related Mortgage Loans or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitationTrustee. Upon written request from the Trustee, the Servicerrelated Servicer shall prepare, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee's possession all Mortgage Files relating to the related Mortgage Loans, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Receivables related Mortgage Loans and related documents, or otherwise, at such Servicer's sole expense; provided, however, that the Indenture Trustee or in no event shall any successor Servicer shall not be liable responsible for any acts, omissions or obligations expenses incurred as a result of any termination of the Servicer prior to such successionother Servicer. The predecessor defaulting Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the its responsibilities and rights of the predecessor Servicer under this Agreementhereunder including, including without limitation, the transfer to the such successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor defaulting Servicer for deposit, to its Custodial Account or shall Escrow Account or thereafter be received with respect to a Receivablethe related Mortgage Loans or any related REO Property (provided, however, that the defaulting Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Indenture Trustee shall give not have knowledge of a Servicer Default unless a Responsible Officer of the Rating Agencies Trustee has actual knowledge or unless written notice of any termination of Servicer Default is received by the Servicer pursuant to Trustee at its Corporate Trust Office and such notice references the terms of Certificates, the Trust Fund or this Section 8.1Agreement.

Servicer Default. A Servicer Default (aas defined in the Receivables Purchase Agreement) If any one of the following events ("Servicer Default") ---------------- shall occur and be continuing;" 2.13 Section 10.1 of the Agreement (Assignments; Participations) is amended by deleting subsections (a), (b) and (c) and inserting the following new subsections (a) (b) and (c) as follows: (a) From time to time following the Effective Date, each Bank may assign to one or more Eligible Assignees all or any portion of its Loan Commitment and outstanding Loans; provided that (i) any failure such Bank concurrently -------- assigns a ratable portion of its Purchaser Commitment and its Percentage of the Purchasers' Investment under the Receivables Purchase Agreement, (ii) such assignment, if not to a Bank or an Affiliate of the assigning Bank, shall be consented to by the Servicer to deliver Company at all times other than during the existence of a Default or Event of Default and by the Agent (which approval of the Company shall not be unreasonably withheld or delayed), (iii) a copy of a duly signed and completed Assignment and Acceptance in the form of Exhibit I (`Assignment and Acceptance') shall be delivered to the Indenture Trustee on Agent and --------- the Company, (iv) except in the case of an assignment (A) to an Affiliate of the assigning Bank or prior to another Bank or (B) of the entire remaining Commitment of the assigning Bank, the portion of the Aggregate Facilities Commitment assigned shall not be less than $10,000,000, (v) the assigning Bank shall have delivered any Note or Notes subject to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver assignment to the Indenture Trustee for distribution to Agent and (vi) the Noteholders effective date of any proceeds or payment required to such assignment shall be so delivered under as specified in the terms of Assignment and Acceptance, but not earlier than the Notes and this Agreement that shall continue unremedied for a period of more than three date which is five Business Days after written notice from the Indenture Trustee or date the Holders of Notes evidencing not less than 25% Agent has received the Assignment and Acceptance. Upon satisfaction of the Note Principal Balance; or (ii) any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, conditions set forth in the Notes or in prior sentence, any forms required by Section 3.1(f) and payment of -------------- the requisite fee described below, the assignee named therein shall be a Bank for all purposes of this Agreement, which failure shall (a) materially and adversely affect the rights Agreement effective as of the Noteholders and (b) continue unremedied for a period of more than 30 days after the specified effective date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% extent of the Note Principal Balance; or Assigned Interest (iii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction as defined in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling of assets such Assignment and liabilities, or similar proceedings, or for the winding up or liquidation of its affairsAcceptance), and the continuance of assigning Bank shall be released from any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) the consent by the Servicer further obligations under this Agreement to the appointment extent of a conservator such Assigned Interest. Until satisfaction of the conditions set forth herein to any assignment, the Company and Agent may continue to deal solely and directly with the assigning Bank in connection the Assigned Interest. Upon request following satisfaction of the conditions set forth herein to any assignment, the Company shall execute and deliver new or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of or relating replacement Notes to the Servicer or of or relating assigning Bank and the assignee Bank to substantially all of its property; or the admission evidence Loans made by the Servicer in writing of its inability them. The Agent's consent to pay its debts generally as they become due, the filing by the Servicer of a petition to take advantage of any applicable 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; then, and in each and every case, so long as a Servicer Default shall not have been remedied, the Indenture Trustee be deemed to constitute any representation or the Holders of Notes evidencing more than 50% of the Note Principal Balance (and warranty by any Agent-Related Person as to the Indenture Trustee if given by the Noteholders), may terminate all of the rights and obligations of the Servicer under this Agreementany matter. (b) On After receipt of a completed Assignment and Acceptance, and receipt of an assignment fee of $2,500 from such Eligible Assignee or after such assigning Bank (including in the receipt by case of assignments to Affiliates of assigning Banks), the Servicer of such written noticeAgent shall, all authority promptly following the effective date thereof, provide to Borrower and power Banks a ------- revised Schedule 10.6 giving effect thereto. "(c) intentionally left blank" 2.14 Section 10.2(b) of the Servicer under this Agreement, whether with respect to the Notes or the Receivables or otherwise, shall, without further action, pass to Agreement is amended and be vested restated in the Indenture Trustee or such successor Servicer its entirety as may be appointed under Section 8.2 pursuant to and under this Section 8.1; and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as the case may be, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1.follows:

Servicer Default. (a) If any one of the following events ("Servicer Default") ---------------- shall occur and be continuing: (i) any failure by the Servicer to deliver to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders any proceeds or payment required to be so delivered under the terms of the Notes and this Agreement that shall continue unremedied for a period of more than three Business Days after written notice from the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Note Principal Balance; or (ii) any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer, Servicer set forth in the Notes or in this Agreement, Agreement which failure shall (ai) materially and adversely affect the rights of the Noteholders and (bii) continue unremedied for a period of more than 30 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture Trustee, or (z) to the Servicer or the Seller, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing Noteholders representing not less than 25% of the Note Principal BalanceOutstanding Amount of the Notes; or as applicable, (iii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator"Servicer Default"), receiver, or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling 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 conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling 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 admission by the Servicer in writing 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 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; then, and in each and every case, so long as a the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders Noteholders of Notes evidencing more not less than 5025% of the Note Principal Balance Outstanding Amount of the Notes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders), ) may terminate all of the rights and obligations of the Servicer under this Agreement. (b) Agreement effective upon the appointment and acceptance of a successor Servicer. 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 or Notes, the Receivables Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to and under this Section 8.1; hired, and, without limitation, the Servicer, Trustee and the Indenture Eligible Lender Trustee or such other successor Servicer, as the case may be, is are hereby authorized and empowered to execute and deliver, on behalf for the benefit of the predecessor Servicer, Servicer as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables Loans and related documents, or otherwise; provided, however, that the Indenture Trustee or any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior to such succession. The predecessor Servicer shall cooperate with the successor Servicer Servicer, the Trustee and the Indenture Eligible 5 Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable. The Indenture Trustee shall give the Rating Agencies notice of any termination of the Servicer pursuant to the terms of this Section 8.1.

Servicer Default. (a) If any In case one or more of the following events of default by the Servicer ("each, a “Servicer Event of Default"”) ---------------- shall occur and be continuing, that is to say: (i) any failure by the Servicer to deliver remit to the Indenture Trustee on or prior to the Determination Date the Servicer's Certificate for the related Collection Period or to deliver to the Indenture Trustee for distribution to the Noteholders Master Servicer any proceeds or payment required to be so delivered made under the terms of the Notes and this Agreement that shall continue which failure continues unremedied for a period of more than three Business Days after one business day following the earlier of the Servicer’s actual knowledge or the date upon which written notice from of such failure, requiring the Indenture Trustee same to be remedied, shall have been given to the Servicer by the Master Servicer, the Securities Administrator or the Holders of Notes evidencing not less than 25% of the Note Principal BalanceInsurer; or (ii) any failure on the part of the Servicer duly to observe or to perform in any material respect any other of the covenants or agreements (other than Sections 3.15, 3.16 or 4.15) on the part of the Servicer, Servicer set forth in the Notes or in this Agreement, the breach of which failure shall (a) materially has a material adverse effect and adversely affect the rights of the Noteholders and (b) which continue unremedied for a period of more than 30 thirty days (except that such number of days shall be fifteen in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and such failure shall be deemed to have a material adverse effect) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (y) to the Servicer by the Indenture TrusteeMaster Servicer, or (z) to the Servicer or the SellerSecurities Administrator, as the case may be, and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of or the Note Principal BalanceInsurer; or (iii) the entry of a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, conservator or receiver or liquidator for the Servicer in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Servicer and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive sixty days; or (iv) the Servicer shall consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities, liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or the admission by or (v) the Servicer shall admit in writing of its inability to pay its debts generally as they become due, the filing by the Servicer of file a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of make an assignment for the benefit of its creditors, or the voluntary suspension by the Servicer of voluntarily suspend payment of its obligations; or (vi) the Servicer attempts to assign its right to servicing compensation hereunder or the Servicer attempts to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except as otherwise permitted herein; or (vii) the Servicer ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Servicer’s ability to perform its obligations hereunder; or (viii) failure by the Servicer to duly perform, within the required time period, its obligations under Section 3.15, Section 3.16 or Section 4.15; If a Servicer Event of Default shall occur, then, and in each and every such case, so long as a the Servicer Event of Default shall not have been remedied, the Indenture Trustee Depositor or the Holders of Notes evidencing more than 50% Master Servicer may with the consent of the Note Principal Balance Insurer, and at the written direction of the Controlling Party, the Master Servicer shall, by notice in writing to the defaulting Servicer (and to the Depositor, the Indenture Trustee and the Note Insurer if given by the Noteholders)Master Servicer or to the Indenture Trustee, may the Master Servicer and the Note Insurer if given by the Depositor) with a copy to the Indenture Trustee and each Rating Agency, terminate all of the rights and obligations of the Servicer in its capacity as the Servicer under this Agreement. (b) On , to the extent permitted by law, and in and to the HELOCs and the proceeds thereof. Subject to Section 8.06 of this Agreement, on or after the receipt by the defaulting Servicer of such written notice, all authority and power of the Servicer under this Agreement, Agreement whether with respect to the Notes (other than as a Holder of any Note) or the Receivables related HELOCs or otherwise, shall, without further action, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.2 Master Servicer, pursuant to and under this Section 8.1; Section, and, without limitation, the Servicer, the Indenture Trustee or such other successor Servicer, as the case may be, Master Servicer is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicerempowered, as attorney-in-fact or otherwise, to execute and deliver, on behalf of and at the expense of the Servicer, any and all documents and other instruments, instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Receivables related HELOCs and related documents, or otherwise; provided, however, that the Indenture Trustee or . The Servicer agrees promptly (and in any successor Servicer shall not be liable for any acts, omissions or obligations of the Servicer prior event no later than ten (10) Business Days subsequent to such succession. The predecessor notice) to provide the Master Servicer shall with all documents and records requested by it to enable it to assume the Servicer’s functions under this Agreement, and to cooperate with the successor Master Servicer and the Indenture Trustee in effecting the termination of the Servicer’s responsibilities and rights of the predecessor Servicer under this Agreement, including including, without limitation, the transfer within one (1) Business Day to the successor Servicer of electronic records related to the Receivables in such form as the successor Servicer may reasonably request and the transfer to the successor Master Servicer for administration by it of all cash amounts that shall which at the time shall be or should have been credited by the Servicer to the Collection Account held by or on behalf of the predecessor Servicer for deposit, or shall thereafter be received with respect to the HELOCs or any related REO Property (provided, however, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.03 of this Agreement, notwithstanding any such termination, with respect to events occurring prior to such termination). Reimbursement of unreimbursed Servicing Advances and accrued and unpaid Servicing Fees shall be made on a Receivablefirst in, first out (“FIFO”) basis no later than the Servicer Remittance Date. For purposes of this Section 8.05, none of the Indenture Trustee, the Securities Administrator or the Master Servicer shall be deemed to have knowledge of the Servicer Event of Default unless a Responsible Officer of such party and, with respect to the Indenture Trustee, assigned to and working in the Indenture Trustee’s Corporate Trust Office, has actual knowledge thereof or unless written notice of any event which is in fact such the Servicer Event of Default is received by the such party at its Corporate Trust Office and such notice references the Notes, the HELOCs, the Trust or this Agreement. The Indenture Trustee shall give promptly notify the Master Servicer, the Securities Administrator, the Note Insurer, the Depositor and the Rating Agencies notice of any termination the occurrence of the Servicer pursuant Event of Default of which it has knowledge as provided above. The Master Servicer shall be entitled to be reimbursed by the Servicer (or from amounts on deposit in the Payment Account if the Servicer breaches its obligations hereunder, in which event the Servicer shall remain liable) for all reasonable out-of-pocket or third party costs associated with the transfer of servicing from the Servicer, including without limitation, any reasonable out-of-pocket or third party costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer to service the related HELOCs properly and effectively, upon presentation of reasonable documentation of such costs and expenses. Such expenses shall not be subject to the terms of this Section 8.1Extraordinary Trust Fund Expenses Cap to the extent paid from amounts on deposit in the Payment Account; provided that the foregoing shall in no event relieve the Servicer from its obligation to pay such amounts.