Common use of Default by Servicer Clause in Contracts

Default by Servicer. If one or more of the following Events of Default shall occur and be continuing, that is to say: (a) any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this Agreement which continues to be uncured for a period of three (3) Business Days after the date upon which (i) written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (including but not limited to breach by Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 6.01 above) which continues uncured for a period of thirty (30) days (except that (x) such number of days shall be fifteen (15) days in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and (y) such number of days shall be one (1) calendar day with respect to the reports required under Sections 5.04 and 5.05 and the last paragraph of Section 25) after the earlier of the date on which (i) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (c) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceeding or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; (e) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (f) failure by the Servicer to be in compliance with the “doing business” or licensing laws of any jurisdiction where a Mortgaged Property is located and such failure has a material and adverse effect on the Servicer’s ability to perform its obligations under this Agreement; (g) the Servicer ceases to meet the qualifications of either a Xxxxxx Xxx or Xxxxxxx Mac servicer which status continues uncured for a period of thirty (30) days; or (h) other than as provided in Section 7.04 herein, the Servicer attempts to assign its rights to Servicing Compensation hereunder or the Servicer attempts, without the consent of the Owner, 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; then, and in each and every such case, so long as an Event of Default shall not have been remedied, in addition to whatsoever rights the Owner may have at law or equity to damages, including injunctive relief and specific performance, the Owner, by notice in writing to the Servicer may immediately terminate without compensation all the rights and obligations of the Servicer as servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 herein.

Default by Servicer. If one or more of the following Events of Default shall occur and be continuing, that is to say: (a) any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this Agreement which continues to be uncured for a period of three (3) Business Days after the date upon which (i) written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (including but not limited to breach by Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 6.01 above) which continues uncured for a period of thirty (30) days (except that (x) such number of days shall be fifteen (15) days in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and (y) such number of days shall be one (1) calendar day with respect to the reports required under Sections 5.04 and 5.05 and the last paragraph of Section 25) after the earlier of the date on which (i) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (c) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceeding or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; (e) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (f) failure by the Servicer to be in compliance with the “"doing business” " or licensing laws of any jurisdiction where a Mortgaged Property is located and such failure has a material and adverse effect on the Servicer’s 's ability to perform its obligations under this Agreement; (g) the Servicer ceases to meet the qualifications of either a Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac servicer which status continues uncured for a period of thirty uncurxx xxx x xeriox xx xxirty (30) days; or (h) other than as provided in Section 7.04 herein, the Servicer attempts to assign its rights to Servicing Compensation hereunder or the Servicer attempts, without the consent of the Owner, 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; then, and in each and every such case, so long as an Event of Default shall not have been remedied, in addition to whatsoever rights the Owner may have at law or equity to damages, including injunctive relief and specific performance, the Owner, by notice in writing to the Servicer may immediately terminate without compensation all the rights and obligations of the Servicer as servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 herein.

Default by Servicer. If one or more of the following Events of Default shall occur and be continuing, that is to say: (a) any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this Agreement which continues to be uncured for a period of three (3) Business Days after the date upon which (i) written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (including but not limited to breach by Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 6.01 above) which continues uncured for a period of thirty (30) days (except that (x) such number of days shall be fifteen (15) days in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and (y) such number of days shall be one (1) calendar day with respect to the reports required under Sections 5.04 and 5.05 and the last paragraph of Section 25) after the earlier of the date on which (i) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (c) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceeding or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; (e) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (f) failure by the Servicer to be in compliance with the “doing business” or licensing laws of any jurisdiction where a Mortgaged Property is located and such failure has a material and adverse effect on the Servicer’s ability to perform its obligations under this Agreement; (g) the Servicer ceases to meet the qualifications of either a Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac servicer which status continues uncured for a period of thirty (30) days; or (h) other than as provided in Section 7.04 herein, the Servicer attempts to assign its rights to Servicing Compensation hereunder or the Servicer attempts, without the consent of the Owner, 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; then, and in each and every such case, so long as an Event of Default shall not have been remedied, in addition to whatsoever rights the Owner may have at law or equity to damages, including injunctive relief and specific performance, the Owner, by notice in writing to the Servicer may immediately terminate without compensation all the rights and obligations of the Servicer as servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 herein.

Default by Servicer. If one or more of the following Events of Default shall occur and be continuing, that is to say: (a) any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this Agreement which continues to be uncured for a period of three (3) Business Days after the date upon which (i) written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (including but not limited to breach by Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 6.01 above) which continues uncured for a period of thirty (30) days (except that (x) such number of days shall be fifteen (15) days in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and (y) such number of days shall be one (1) calendar day with respect to the reports required under Sections 5.04 and 5.05 and the last paragraph of Section 25) after the earlier of the date on which (i) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (c) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceeding or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; (e) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (f) failure by the Servicer to be in compliance with the “"doing business” " or licensing laws of any jurisdiction where a Mortgaged Property is located and such failure has a material and adverse effect on the Servicer’s 's ability to perform its obligations under this Agreement; (g) the Servicer ceases to meet the qualifications of either a Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac servicer which status continues uncured for a period of thirty xxx x xxxiod xx xxxxty (30) days; or (h) other than as provided in Section 7.04 herein, the Servicer attempts to assign its rights to Servicing Compensation hereunder or the Servicer attempts, without the consent of the Owner, 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; then, and in each and every such case, so long as an Event of Default shall not have been remedied, in addition to whatsoever rights the Owner may have at law or equity to damages, including injunctive relief and specific performance, the Owner, by notice in writing to the Servicer may immediately terminate without compensation all the rights and obligations of the Servicer as servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 herein.

Default by Servicer. If one or more of the following Events of Default shall occur and be continuing, that is to say: (a) any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this Agreement which continues to be uncured for a period of three (3) Business Days after the date upon which (i) written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (including but not limited to breach by Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 6.01 above) which continues uncured for a period of thirty (30) days (except that (x) such number of days shall be fifteen (15) days in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and (y) such number of days shall be one (1) calendar day with respect to the reports required under Sections 5.04 and 5.05 and the last paragraph of Section 25) after the earlier of the date on which (i) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (c) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceeding or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; (e) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (f) failure by the Servicer to be in compliance with the “"doing business” " or licensing laws of any jurisdiction where a Mortgaged Property is located and such failure has a material and adverse effect on the Servicer’s 's ability to perform its obligations under this Agreement; (g) the Servicer ceases to meet the qualifications of either a Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac servicer which status continues uncured for uncurex xxx a period of thirty xxriod xx xxxrty (30) days; or (h) other than as provided in Section 7.04 herein, the Servicer attempts to assign its rights to Servicing Compensation hereunder or the Servicer attempts, without the consent of the Owner, 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; then, and in each and every such case, so long as an Event of Default shall not have been remedied, in addition to whatsoever rights the Owner may have at law or equity to damages, including injunctive relief and specific performance, the Owner, by notice in writing to the Servicer may immediately terminate without compensation all the rights and obligations of the Servicer as servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 herein.

Default by Servicer. If one or more of the following Events of Default shall occur and be continuing, that is to say: (a) any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this Agreement which continues to be uncured for a period of three (3) Business Days after the date upon which (i) written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (including but not limited to breach by Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 6.01 above) which continues uncured for a period of thirty (30) days (except that (x) such number of days shall be fifteen (15) days in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and (y) such number of days shall be one (1) calendar day with respect to the reports required under Sections 5.04 and 5.05 and the last paragraph of Section 25) after the earlier of the date on which (i) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (c) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceeding or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; (e) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (f) failure by the Servicer to be in compliance with the “"doing business” " or licensing laws of any jurisdiction where a Mortgaged Property is located and such failure has a material and adverse effect on the Servicer’s 's ability to perform its obligations under this Agreement; (g) the Servicer ceases to meet the qualifications of either a Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac servicer which status continues uncured for a period of thirty xxx x pxxxod ox xxxxxy (30) days; or (h) other than as provided in Section 7.04 herein, the Servicer attempts to assign its rights to Servicing Compensation hereunder or the Servicer attempts, without the consent of the Owner, 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; then, and in each and every such case, so long as an Event of Default shall not have been remedied, in addition to whatsoever rights the Owner may have at law or equity to damages, including injunctive relief and specific performance, the Owner, by notice in writing to the Servicer may immediately terminate without compensation all the rights and obligations of the Servicer as servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 herein.

Default by Servicer. If one or more of the following Events of Default shall occur and be continuing, that is to say: (a) any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this Agreement which continues to be uncured for a period of three (3) Business Days after the date upon which (i) written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (including but not limited to breach by Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 6.01 above) which continues uncured for a period of thirty (30) days (except that (x) such number of days shall be fifteen (15) days in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and (y) such number of days shall be one (1) calendar day with respect to the reports required under Sections 5.04 and 5.05 and the last paragraph of Section 25) after the earlier of the date on which (i) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (c) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceeding or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; (e) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (f) failure by the Servicer to be in compliance with the “"doing business” " or licensing laws of any jurisdiction where a Mortgaged Property is located and such failure has a material and adverse effect on the Servicer’s 's ability to perform its obligations under this Agreement; (g) the Servicer ceases to meet the qualifications of either a Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac servicer which status continues uncured for a period of thirty uncuxxx xxr x perixx xx xhirty (30) days; or (h) other than as provided in Section 7.04 herein, the Servicer attempts to assign its rights to Servicing Compensation hereunder or the Servicer attempts, without the consent of the Owner, 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; then, and in each and every such case, so long as an Event of Default shall not have been remedied, in addition to whatsoever rights the Owner may have at law or equity to damages, including injunctive relief and specific performance, the Owner, by notice in writing to the Servicer may immediately terminate without compensation all the rights and obligations of the Servicer as servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 herein.

Default by Servicer. If one or more of the following Events of Default shall occur and be continuing, that is to say: (a) any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this Agreement which continues to be uncured for a period of three (3) Business Days after the date upon which (i) written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (including but not limited to breach by Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 6.01 above) which continues uncured for a period of thirty (30) days (except that (x) such number of days shall be fifteen (15) days in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and (y) such number of days shall be one (1) calendar day with respect to the reports required under Sections 5.04 and 5.05 and the last paragraph of Section 25) after the earlier of the date on which (i) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (c) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceeding or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; (e) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (f) failure by the Servicer to be in compliance with the “"doing business” " or licensing laws of any jurisdiction where a Mortgaged Property is located and such failure has a material and adverse effect on the Servicer’s 's ability to perform its obligations under this Agreement; (g) the Servicer ceases to meet the qualifications of either a Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac servicer which status continues uncured for a period fxx x xexxxd of thirty xxxxxx (30) days; or (h) other than as provided in Section 7.04 herein, the Servicer attempts to assign its rights to Servicing Compensation hereunder or the Servicer attempts, without the consent of the Owner, 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; Second, then, and in each and every such case, so long as an Event of Default shall not have been remedied, in addition to whatsoever rights the Owner may have at law or equity to damages, including injunctive relief and specific performance, the Owner, by notice in writing to the Servicer may immediately terminate without compensation all the rights and obligations of the Servicer as servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 herein.

Default by Servicer. If Owner may terminate this Agreement upon the happening of any one or more of the following Events of Default shall occur and be continuing, that is to sayevents: (a) Falsity in any material respect of any representation of warranty of Servicer contained in this Agreement and failure by the of Servicer to remit to cure the Owner condition or event causing any payment required such representation or warranty to be made under the terms of this Agreement which continues to be uncured for a period of three false within sixty (360) Business Days clays after the date upon which (i) Servicer's receipt of written notice of from Owner specifying such failure requiring the same to falsity and requesting that it be remedied shall have been given to the Servicer by the Owner, cured or (ii) Servicer first becomes aware of such failurecorrected; (b) failure on the part Failure of the Servicer to duly to observe or perform in any material respect any other of the covenants covenant, condition, or agreements on the part of the Servicer set forth agreement in this Agreement (including but not limited to breach by Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 6.01 above) which continues uncured for a period of thirty sixty (3060) days (except after receipt of written notice by Servicer from Owner, specifying such failure and requesting that (x) such number of days shall it be fifteen (15) days remedied; provided, however, if the failure stated in the case notice cannot be corrected within the applicable period, Owner and Servicer shall mutually agree to a reasonable extension of a failure to pay any premium for any insurance policy required to be maintained under this Agreement time if corrective action is instituted by Servicer within the applicable period and (y) such number of days shall be one (1) calendar day with respect to the reports required under Sections 5.04 and 5.05 and the last paragraph of Section 25) after the earlier of the date on which (i) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failureis diligently pursued until corrected; (c) a decree Decree or order of a court or court, agency or supervisory authority having jurisdiction for in the appointment of premises appointing a conservator or trustee, conservator, receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceeding affecting Servicer or any of its properties utilized in connection with the performance of servicing, or for resolving the winding-up or liquidation of its affairsthe affairs of Servicer, shall have been entered against the Servicer and if such decree or order shall have remained in force undischarged or unstayed for a period of sixty ninety (6090) days; (d) the Commencement by Servicer shall consent as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law; (e) Consent by Servicer to the appointment of a conservator or trustee, conservator, receiver or liquidator in any insolvency, bankruptcyinsolvent, readjustment of debt, marshalling marshaling of assets and liabilities liabilities, or similar proceedings of or relating to the proceeding affecting Servicer or of or relating to all or substantially all of its assets;properties; or (ef) the Servicer shall admit Admission in writing by Servicer of its inability to pay its debts generally as they become duemature, file a petition to take advantage or the making of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment If any of its obligations; the events specified in (c) through (f) failure by the above shall occur, Servicer shall give written notice of such occurrence to be in compliance with the “doing business” or licensing laws of any jurisdiction where a Mortgaged Property is located and such failure has a material and adverse effect on the Servicer’s ability to perform its obligations under this Agreement; Owner within ten (g10) the Servicer ceases to meet the qualifications of either a Xxxxxx Xxx or Xxxxxxx Mac servicer which status continues uncured for a period of thirty (30) days; or (h) other than as provided in Section 7.04 herein, the Servicer attempts to assign its rights to Servicing Compensation hereunder or the Servicer attempts, without the consent days of the Ownerhappening of such event, 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; then, and in each and every Any such case, so long termination shall be effective as an Event of Default shall not have been remedied, in addition to whatsoever rights the Owner may have at law or equity to damages, including injunctive relief and specific performance, the Owner, by notice in writing to the Servicer may immediately terminate without compensation all the rights and obligations of the Servicer as servicer under this Agreement. On or after the receipt by the Servicer of such date stated in a written notice, all authority and power of the Servicer notice delivered to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 hereinServicer.

Default by Servicer. If Owner may terminate this Agreement upon the happening of any one or more of the following Events of Default shall occur and be continuing, that is to sayevents: (a) Falsity in any material respect of any representation or warranty of Servicer contained in this Agreement and failure of Servicer to cure the condition or event causing any such representation or warranty to be false within sixty (60) days after the Servicer's receipt of written notice from Owner specifying such falsity and requesting that it be cured or corrected; (b) Failure of Servicer to duly observe or perform in any material respect any other covenant, condition, or agreement in this Agreement for a period of forty-five (45) days after receipt of written notice by Servicer from Owner, specifying such failure and requesting that it be remedied; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, Owner shall consent to a reasonable extension of time if corrective action is instituted by Servicer within the applicable period and is diligently pursued until corrected; provided however, that Owner's consent shall not be unreasonably withheld. (c) Decree or order of a court, agency or supervisory authority having jurisdiction in the premises appointing a trustee, conservator, receiver or in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar voluntary or involuntary proceeding affecting Servicer or any of its properties utilized in connection with the performance of servicing, or for resolving the liquidation of the affairs of Servicer, if such decree or order shall have remained in force undischarged or unstayed for a period of ninety (90) days; (d) Commencement by Servicer as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law; (e) Consent by Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, readjustment of"debt, marshaling of assets and liabilities, or similar proceeding affecting Servicer or substantially all of its properties; or (f) Admission in writing by Servicer of its inability to pay debts generally as they mature, or the making of an assignment for the benefit of creditors. (g) any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this Agreement which continues to be uncured unremedied for a period of three (3) Business Days after the date upon which (i) written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (including but not limited to breach by Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 6.01 above) which continues uncured for a period of thirty (30) days (except that (x) such number of days shall be fifteen (15) days in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and (y) such number of days shall be one (1) calendar day with respect to the reports required under Sections 5.04 and 5.05 and the last paragraph of Section 25) after the earlier of the date on which (i) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure;; or (c) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceeding or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; (e) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (fh) failure by the Servicer to be maintain its license to do business or service residential mortgage loans in compliance with the “doing business” or licensing laws of any jurisdiction where a Mortgaged Property is located and such failure has a material and adverse effect on the Servicer’s ability to perform its obligations under this Agreement; (g) the Servicer ceases to meet the qualifications of either a Xxxxxx Xxx or Xxxxxxx Mac servicer which status continues uncured for a period of thirty (30) daysMortgage Properties are located; or (hi) other than as provided in Section 7.04 herein, the Servicer attempts to assign its rights right to Servicing Compensation servicing compensation hereunder or the Servicer attempts, without the consent of the Owner, to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the Servicing servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof; thenthereof(to other than a subservicer) in violation of Section 6.2, and in each and every such case, so long except as an Event further provided within Section 2.3 of Default shall not have been remedied, in addition this Agreement. (j) failure by Servicer to whatsoever rights maintain the Owner may have at law or equity to damages, including injunctive relief and specific performance, the Owner, net worth requirements as required by notice in writing to the Servicer may immediately terminate without compensation all the rights and obligations FNMA for its designated servicers. If any of the events specified in (c) through (j) above shall occur, Servicer as servicer under this Agreement. On or after the receipt by the Servicer shall give written notice of such written notice, all authority and power occurrence to Owner within ten (10) days of the Servicer to service the Mortgage Loans under this Agreement happening of such event. Any such termination shall on be effective as of the date set forth stated in such a written notice pass delivered to and be vested in the successor appointed pursuant to Section 10 hereinServicer.

Default by Servicer. If Owner may terminate this Agreement upon the happening of any one or more of the following Events of Default shall occur and be continuing, that is to sayevents: (a) Falsity in any material respect of any representation of warranty of Servicer contained in this Agreement and failure by the of Servicer to remit to cure the Owner condition or event causing any payment required such representation or warranty to be made under the terms of this Agreement which continues to be uncured for a period of three false within sixty (360) Business Days days after the date upon which (i) Servicer's receipt of written notice of from Owner specifying such failure requiring the same to falsity and requesting that it be remedied shall have been given to the Servicer by the Owner, cured or (ii) Servicer first becomes aware of such failurecorrected; (b) failure on the part Failure of the Servicer to duly to observe or perform in any material respect any other of the covenants covenant, condition, or agreements on the part of the Servicer set forth agreement in this Agreement (including but not limited to breach by Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 6.01 above) which continues uncured for a period of thirty sixty (3060) days (except after receipt of written notice by Servicer from Owner, specifying such failure and requesting that (x) such number of days shall it be fifteen (15) days remedied; provided, however, if the failure stated in the case notice cannot be corrected within the applicable period, Owner shall consent to a reasonable extension of a failure to pay any premium for any insurance policy required to be maintained under this Agreement time if corrective action is instituted by Servicer within the applicable period and (y) such number of days shall be one (1) calendar day with respect to the reports required under Sections 5.04 and 5.05 and the last paragraph of Section 25) after the earlier of the date on which (i) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failureis diligently pursued until corrected; (c) a decree Decree or order of a court or court, agency or supervisory authority having jurisdiction for in the appointment of premises appointing a conservator or trustee, conservator, receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceeding affecting Servicer or any of its properties utilized in connection with the performance of servicing, or for resolving the winding-up or liquidation of its affairsthe affairs of Servicer, shall have been entered against the Servicer and if such decree or order shall have remained in force undischarged or unstayed for a period of sixty ninety (6090) days; (d) the Commencement by Servicer shall consent as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law; (e) Consent by Servicer to the appointment of a conservator or trustee, conservator, receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling marshaling of assets and liabilities liabilities, or similar proceedings of or relating to the proceeding affecting Servicer or of or relating to all or substantially all of its assets;properties; or (ef) the Servicer shall admit Admission in writing by Servicer of its inability to pay its debts generally as they become duemature, file a petition to take advantage or the making of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment . If any of its obligations; the events specified in (c) through (f) failure by the above shall occur, Servicer shall give written notice of such occurrence to be in compliance with the “doing business” or licensing laws of any jurisdiction where a Mortgaged Property is located and such failure has a material and adverse effect on the Servicer’s ability to perform its obligations under this Agreement; Owner within ten (g10) the Servicer ceases to meet the qualifications of either a Xxxxxx Xxx or Xxxxxxx Mac servicer which status continues uncured for a period of thirty (30) days; or (h) other than as provided in Section 7.04 herein, the Servicer attempts to assign its rights to Servicing Compensation hereunder or the Servicer attempts, without the consent days of the Owner, to sell or otherwise dispose happening 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; then, and in each and every such case, so long event. Any such termination shall be effective as an Event of Default shall not have been remedied, in addition to whatsoever rights the Owner may have at law or equity to damages, including injunctive relief and specific performance, the Owner, by notice in writing to the Servicer may immediately terminate without compensation all the rights and obligations of the Servicer as servicer under this Agreement. On or after the receipt by the Servicer of such date stated in a written notice, all authority and power of the Servicer notice delivered to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 hereinServicer.

Default by Servicer. If Owner may terminate this Agreement upon the happening of any one or more of the following Events of Default shall occur and be continuing, that is to sayevents: (a) Falsity in any material respect of any representation of warranty of Servicer contained in this Agreement and failure by the of Servicer to remit to cure the Owner condition or event causing any payment required such representation or warranty to be made under the terms of this Agreement which continues to be uncured for a period of three false within sixty (360) Business Days days after the date upon which (i) Servicer's receipt of written notice of from Owner specifying such failure requiring the same to falsity and requesting that it be remedied shall have been given to the Servicer by the Owner, cured or (ii) Servicer first becomes aware of such failurecorrected; (b) failure on the part Failure of the Servicer to duly to observe or perform in any material respect any other of the covenants covenant, condition, or agreements on the part of the Servicer set forth agreement in this Agreement (including but not limited to breach by Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 6.01 above) which continues uncured for a period of thirty forty-five (3045) days (except after receipt of written notice by Servicer from Owner, specifying such failure and requesting that (x) such number of days shall it be fifteen (15) days remedied; provided, however, if the failure stated in the case notice cannot be corrected within the applicable period, Owner shall consent to a reasonable extension of a failure to pay any premium for any insurance policy required to be maintained under this Agreement time if corrective action is instituted by Servicer within the applicable period and (y) such number of days shall be one (1) calendar day with respect to the reports required under Sections 5.04 and 5.05 and the last paragraph of Section 25) after the earlier of the date on which (i) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failureis diligently pursued until corrected; (c) a decree Decree or order of a court or court, agency or supervisory authority having jurisdiction for in the appointment of premises appointing a conservator or trustee, conservator, receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceeding affecting Servicer or any of its properties utilized in connection with the performance of servicing, or for resolving the winding-up or liquidation of its affairsthe affairs of Servicer, shall have been entered against the Servicer and if such decree or order shall have remained in force undischarged or unstayed for a period of sixty ninety (6090) days; (d) the Commencement by Servicer shall consent as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law; (e) Consent by Servicer to the appointment of a conservator or trustee, conservator, receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling marshaling of assets and liabilities liabilities, or similar proceedings of or relating to the proceeding affecting Servicer or of or relating to all or substantially all of its assets;properties; or (ef) the Servicer shall admit Admission in writing by Servicer of its inability to pay its debts generally as they become duemature, file a petition to take advantage or the making of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment . If any of its obligations; the events specified in (c) through (f) failure by the above shall occur, Servicer shall give written notice of such occurrence to be in compliance with the “doing business” or licensing laws of any jurisdiction where a Mortgaged Property is located and such failure has a material and adverse effect on the Servicer’s ability to perform its obligations under this Agreement; Owner within ten (g10) the Servicer ceases to meet the qualifications of either a Xxxxxx Xxx or Xxxxxxx Mac servicer which status continues uncured for a period of thirty (30) days; or (h) other than as provided in Section 7.04 herein, the Servicer attempts to assign its rights to Servicing Compensation hereunder or the Servicer attempts, without the consent days of the Owner, to sell or otherwise dispose happening 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; then, and in each and every such case, so long event. Any such termination shall be effective as an Event of Default shall not have been remedied, in addition to whatsoever rights the Owner may have at law or equity to damages, including injunctive relief and specific performance, the Owner, by notice in writing to the Servicer may immediately terminate without compensation all the rights and obligations of the Servicer as servicer under this Agreement. On or after the receipt by the Servicer of such date stated in a written notice, all authority and power of the Servicer notice delivered to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 hereinServicer.

Default by Servicer. If one or more of the following Events of Default shall occur and be continuing, that is to say: (a) any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this Agreement which continues to be uncured for a period of three (3) Business Days after the date upon which (i) written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (including but not limited to breach by Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 6.01 above) which continues uncured for a period of thirty (30) days (except that (x) such number of days shall be fifteen (15) days in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and (y) such number of days shall be one (1) calendar day with respect to the reports required under Sections 5.04 and 5.05 and the last paragraph of Section 25) after the earlier of the date on which (i) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failure; (c) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceeding or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; (e) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (f) failure by the Servicer to be in compliance with the “"doing business” " or licensing laws of any jurisdiction where a Mortgaged Property is located and such failure has a material and adverse effect on the Servicer’s 's ability to perform its obligations under this Agreement; (g) the Servicer ceases to meet the qualifications of either a Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac servicer which status continues uncured for a period fox x xxrxxx of thirty xxxxxx (30) days; or (h) other than as provided in Section 7.04 herein, the Servicer attempts to assign its rights to Servicing Compensation hereunder or the Servicer attempts, without the consent of the Owner, 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; then, and in each and every such case, so long as an Event of Default shall not have been remedied, in addition to whatsoever rights the Owner may have at law or equity to damages, including injunctive relief and specific performance, the Owner, by notice in writing to the Servicer may immediately terminate without compensation all the rights and obligations of the Servicer as servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 herein.

Default by Servicer. If one or more of the following Events of Default shall occur and be continuing(after the expiration of the specified cure period, if any), that is to say: (a) any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this Agreement which continues to be uncured for a period of three (3) by the Business Days after the date upon which (i) written notice of such failure requiring the same to be remedied shall have been given Day prior to the Servicer by the Owner, or (ii) Servicer first becomes aware of such failurerelated Distribution Date; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (including but not limited to breach by Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 6.01 above) which continues uncured for a period of thirty (30) days (except that (x) such number of days shall be fifteen (15) days in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and (y) such number of days shall be one (1) calendar day with respect to the reports required under Sections 5.04 and 5.05 and the last paragraph of Section 25) after the earlier of the date on which (i) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the OwnerOwner or the Certificate Insurer, or (ii) the Servicer first becomes aware of such failure; (c) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceeding or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; (e) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (f) failure by the Servicer to be in compliance with the “doing business” or licensing laws of any jurisdiction where a Mortgaged Property is located and located; provided, that so long as such failure has does not have a material and adverse effect on the Servicer’s ability to perform its obligations under this AgreementAgreement the Servicer may cure such breach within thirty (30) days; (g) the Servicer ceases to meet the qualifications of either a Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac servicer which status continues uncured for a period of thirty (30) days; or (h) other than as provided permitted in Section 7.04 herein, the Servicer attempts to assign its rights to Servicing Compensation hereunder or the Servicer attempts, without the consent of MSMCH and the OwnerCertificate Insurer, 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; then, and in each and every such case, so long as an Event of Default shall not have been remedied, in addition to whatsoever rights the Owner may have at law or equity to damages, including injunctive relief and specific performance, the Owner, by notice in writing to the Servicer may immediately may, with the prior written consent of the Certificate Insurer, or at the direction of the Certificate Insurer, shall terminate without compensation all the rights and obligations of the Servicer as servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 hereinherein on the date such successor has accepted such appointment.