Common use of Events of Default of the Company Clause in Contracts

Events of Default of the Company. Event of Default, wherever used herein, means any one of the following events: (i) the Company shall fail to remit to the Owner any payment required to be made under the terms of this Agreement and such failure shall continue unremedied for a period of 2 days after the date upon which written notice or oral notice (promptly confirmed in writing) of such failure, requiring such failure to be remedied, shall have been given to the Company by the Owner; or (ii) the Company shall fail to observe or perform in any material respect any other of the covenants or agreements on the part of the Company contained in this Agreement as it relates to the Owner and such failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Owner; provided, however, that no Event of Default shall occur until 60 days after the date of such notice if the Company is diligently proceeding to cure any such failure; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or appointing a conservator or receiver or liquidator 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 Company and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; provided, however, that no Event of Default shall occur until 60 days after the date of such notice if the Company is diligently proceeding to discharge or stay such decree or order; or (iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of, or relating to, the Company or of, or relating to, all or substantially all of the property of the Company; or (v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of, or commence a voluntary case under, any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. If an Event of Default described in this Section shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, the Owner by notice in writing to the Company, may terminate all of the rights and obligations of the Company under this Agreement other than its right to receive servicing compensation for servicing the Mortgage Loans hereunder during any period prior to the date of such termination and may exercise any and all other remedies available at law or equity; provided, however, that any liability of the Company under this Agreement arising prior to such termination shall survive. On or after the receipt by the Company of such written notice, all authority and power of the Company under this Agreement shall, in accordance with Section 8.01, pass to and be vested in the Owner or the Successor Servicer appointed pursuant to Section 8.01. If the Company obtains knowledge of an Event of Default, the Company shall promptly notify the owner thereof.

Events of Default of the Company. Event of Default, wherever used herein, means any one of the following events: (i) the Company shall fail to remit to the any Owner any payment required to be made under the terms of this Agreement and such failure shall continue unremedied for a period of 2 days Business Days after the date upon which written notice or oral notice (promptly confirmed in writing) of such failure, requiring such failure to be remedied, shall have been given to the Company by the such Owner; or (ii) the Company shall fail to observe or perform in any material respect any other of the covenants or agreements on the part of the Company contained in this Agreement as it relates to the Owner and such failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the an Owner; provided, however, that no Event of Default shall occur until 60 days after the date of such notice if the Company is diligently proceeding to cure any such failure; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or appointing a conservator or receiver or liquidator 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 Company and such decree or order shall have remained in force undischarged or unstayed for a period of 30 60 days; provided, however, that no Event of Default shall occur until 60 days after the date of such notice if the Company is diligently proceeding to discharge or stay such decree or order; or (iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of, or relating to, the Company or of, or relating to, all or substantially all of the property of the Company; or (v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of, or commence a voluntary case under, any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) any failure of the Company to be in compliance with applicable qualification or licensing laws of any jurisdiction where Mortgaged Property is located, provided that such failure has a material adverse effect on the ability of the Company to perform its obligations under this Agreement; or (vii) any representation or warranty made by the Company hereunder (other than the representations and warranties set forth in Section 2.04(a)) shall prove to be untrue or incomplete in any material respect and continues unremedied for a period of thirty (30) days after the discovery of same; or (viii) the Company ceases to meet the qualifications of either FNMA or FHLMC; or (ix) the Company's servicer rating (if any) by any rating agency for a classification of loans sold under this Agreement falls below an "average" rating at any time after the effectiveness of this Agreement. If an Event of Default described in this Section shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, the Owner Owners by notice in writing to the Company, may terminate all of the rights and obligations of the Company under this Agreement other than its right to receive servicing compensation for servicing the Mortgage Loans hereunder during any period prior to the date of such termination and may exercise any and all other remedies available at law or equity; provided, however, that any liability of the Company under this Agreement arising prior to such termination shall survive. On or after the receipt by the Company of such written notice, all authority and power of the Company under this Agreement shall, in accordance with Section 8.01, pass to and be vested in the Owner Owners or the Successor Servicer appointed pursuant to Section 8.01. Upon written request from the Owner, the Company shall prepare, execute and deliver to a successor any and all documents and other instruments, place in such successor's possession all Mortgage Files and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents to the successor at the Company's sole expense. The Company agrees to cooperate with the Owner and such successor in effecting the termination of the Company's responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all amounts which shall at the time be credited by the Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. If the Company obtains knowledge of an Event of Default, the Company shall promptly notify the owner Owner thereof.

Events of Default of the Company. Event of Default, wherever used herein, means any one Each of the following events: (i) the Company shall fail to remit to the Owner any payment required to be made under the terms constitute an Event of this Agreement and such failure shall continue unremedied for a period of 2 days after the date upon which written notice or oral notice (promptly confirmed in writing) of such failure, requiring such failure to be remedied, shall have been given to the Company by the Owner; or (ii) the Company shall fail to observe or perform in any material respect any other of the covenants or agreements Default on the part of the Company toward the Jurisdictions under this Agreement: (a) The Company fails to pay any amount when it is due and payable hereunder within the timeframe specified for such payment and such failure continues for a period of sixty (60) days after written notice by either Jurisdiction to the Company; (b) The Company fails to comply with and perform any other term, covenant or agreement contained in this Agreement as it relates to the Owner and such failure shall continue unremedied continues for a period of 30 thirty (30) days after (which period shall be extended if requested by the date on which written notice of such failure, requiring Company and the same to be remedied, shall have been given Company demonstrates to the Company by reasonable satisfaction of the Owner; provided, however, Jurisdictions that no Event of Default shall occur until 60 days after the date of such notice if the Company is diligently and continuously pursuing a cure but such cure cannot reasonably be effected within thirty (30) days) after written notice to the Company specifying the nature of such failure and requesting that it be remedied; (c) The Company or the Guarantor makes a general assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions or applies to any tribunal for any custodian, receiver or trustee for it or any substantial part of its property, commences any proceeding relating to cure any such failure; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in an involuntary case it under any present or future federal or state bankruptcy, insolvency or similar law or appointing a conservator or receiver or liquidator in any insolvencyreorganization, arrangement, readjustment of debt, marshalling dissolution or liquidation law or statute of assets and liabilities any jurisdiction whether now or similar proceedingshereafter in effect, or for the winding-up or liquidation of its affairs, if there shall have been filed any such proceeding, in which an order for relief is entered against the Company and such decree or order shall have remained in force undischarged or unstayed which is not dismissed for a period of 30 dayssixty (60) days or more or if by any act indicates its consent to, approval of or acquiescence in any such petition, application or proceeding or order for relief or the appointment of any custodian, receiver of or any trustee for it or any substantial part of its property or suffers any such custodianship, receivership or trusteeship to continue undischarged for a period of sixty (60) days or more; provided, however, that no (d) The failure of the Guarantor to comply (subject to the permitted cure period set forth in Section 10.3(b)) with its obligations under the Guaranty in accordance with the terms and conditions therein; (e) Termination of the Site Lease due to an Event of Default shall occur until 60 days after the date of such notice if the Company is diligently proceeding to discharge or stay such decree or order; or (iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of, or relating to, the Company or of, or relating to, all or substantially all of the property of the Company; or or (vf) The persistent or repeated failure or refusal by the Company shall admit to (1) accept and Process Acceptable Waste delivered by or on behalf of the Jurisdictions to the Facility in writing its inability to pay its debts generally as they become dueaccordance with this Agreement (irrespective of whether the Company is paying the Jurisdictions any damages, file a petition to take advantage ofcosts or fees under this Agreement), unless such failure or refusal is caused by an Event of Force Majeure, Jurisdiction Fault or Forced Outage (exclusive of intentional or willful acts of the Company) not exceeding thirty (30) consecutive days, or commence a voluntary case under(2) pay any amounts due and payable to the Jurisdictions in excess of an aggregate amount of $5,000 after notice in accordance with this Agreement. For purposes of this Section 10.3(f), any applicable insolvency or reorganization statute, make an assignment for the benefit occurrence of its creditors, or voluntarily suspend payment of its obligations. If an Event of Default described in subsection (1) or (2) of this Section shall occur, then, and in each and every such case, so long as such Event 10.3(f) within twenty (24) months of Default shall not have been remedied, the Owner by notice in writing to the Company, may terminate all of the rights and obligations of the Company under this Agreement other than its right to receive servicing compensation for servicing the Mortgage Loans hereunder during any period at least two prior to the date of such termination and may exercise any and all other remedies available at law or equity; provided, however, that any liability of the Company under this Agreement arising prior to such termination shall survive. On or after the receipt by the Company of such written notice, all authority and power of the Company under this Agreement shall, in accordance with Section 8.01, pass to and be vested in the Owner or the Successor Servicer appointed pursuant to Section 8.01. If the Company obtains knowledge occurrences of an Event of DefaultDefault of a similar nature shall (i) notwithstanding anything in this Agreement to the contrary, the Company shall promptly notify the owner thereof.not be subject to any cure or grace

Events of Default of the Company. Event of Default, wherever used herein, means any one of the following events: (i) the Company shall fail to remit to the Owner any payment required to be made under the terms of this Agreement and such failure shall continue unremedied for a period of 2 days two (2) Business Days after the date upon which written notice or oral notice (promptly confirmed in writing) of such failure, requiring such failure to be remedied, shall have been given to the Company by the Owner; or (ii) the Company shall fail to observe or perform in any material respect any other of the covenants or agreements on the part of the Company contained in this Agreement as it relates to the Owner and such failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Owner; provided, however, that no Event of Default shall occur until 60 days after the date of such notice if the Company is diligently proceeding to cure any such failure; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or appointing a conservator or receiver or liquidator 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 Company and such decree or order shall have remained in force undischarged or unstayed for a period of 30 60 days; provided, however, that no Event of Default shall occur until 60 days after the date of such notice if the Company is diligently proceeding to discharge or stay such decree or order; or (iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of, or relating to, the Company or of, or relating to, all or substantially all of the property of the Company; or (v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of, or commence a voluntary case under, any applicable insolvency insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) the Company fails to maintain a minimum net worth of $25,000,000; (vii) the Company ceases to meet the qualifications of either a Xxxxxx Mae or Xxxxxxx Mac seller/servicer or the Company is not eligible to act as servicer or master servicer for mortgage loans subject to residential mortgage backed securities transactions rated by any nationally recognized rating agency or is eligible to act as such only with enhanced credit support or the Company's servicer rating is reduced to "below average" or the equivalent or lower rating by two (2) or more national recognized statistical rating organizations; (viii) the Company effects a merger, consolidation or sale of substantially all its assets without satisfying the conditions of Section 6.02; (ix) the Company attempts to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof (other than to a Subservicer) in violation of Section 3.02 or Section 6.03; or (x) the Company is no longer licensed in each state in which the failure to be licensed (A) will have a material adverse effect on the ability of the Company to perform its obligations under this Agreement or the enforceability of a Mortgage Loan or (B) will result in a violation of law if the Company continues to service Mortgage Loans under this Agreement. If an Event of Default described in this Section shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, the Owner by notice in writing to the Company, may terminate all of the rights and obligations of the Company under this Agreement other than its right to receive servicing compensation for servicing the Mortgage Loans hereunder during any period prior to the date of such termination and may exercise any and all other remedies available at law or equity; provided, however, that any liability of the Company under this Agreement arising prior to such termination shall survive. On or after the receipt by the Company of such written notice, all authority and power of the Company under this Agreement shall, in accordance with Section 8.019.01, pass to and be vested in the Owner or the Successor Servicer appointed pursuant to Section 8.019.01. . The Company shall cooperate with the Owner and such successor in effecting the termination of the Company's responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. All costs associated with the transfer of servicing pursuant to this Section 7.01 shall be paid by the Company upon presentation of reasonable documentation of such costs. If any of the Mortgage Loans are MERS Mortgage Loans, in connection with the termination or resignation (as described in Section 9.01) of the Company obtains knowledge hereunder, either (i) the successor Company shall represent and warrant that it is a member of an Event MERS in good standing and shall agree to comply in all material respects with the rules and procedures of DefaultMERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the Company shall promptly notify cooperate with the owner thereofsuccessor company either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Owner and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS System to the successor company or (y) in causing MERS to designate on the MERS System the successor company as the servicer of such Mortgage Loan.

Events of Default of the Company. Event of Default, wherever used herein, means any one of the following events: (i) the Company shall fail to remit to the Owner any payment required to be made under the terms of this Agreement and such failure shall continue unremedied for a period of 2 days one (1) Business Day after the date upon which written notice or oral notice (promptly confirmed in writing) of such failure, requiring such failure to be remedied, shall have been given to the Company by the Owner; or (ii) the Company shall fail to observe or perform in any material respect any other of the covenants or agreements on the part of the Company contained in this Agreement as it relates to the Owner and such failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Owner; provided, however, that no Event of Default shall occur until 60 days after the date of such notice if the Company is diligently proceeding to cure any such failure; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or appointing for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, 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 Company and such decree or order shall have remained in force undischarged or unstayed for a period of 30 sixty (60) days; provided, however, that no Event of Default shall occur until 60 days after the date of such notice if the Company is diligently proceeding to discharge or stay such decree or order; or (iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of, or relating to, the Company or of, or relating to, all or substantially all of the property of the Company; or (v) the Company ceases to be approved by either Xxxxxx Mae or Xxxxxxx Mac (to the extent such entities are then operating in a capacity similar to that in which they operate on the date of this Agreement) as a mortgage loan servicer; (vi) Standard & Poor's lowers the Company's servicing rating anytime after the date of this Agreement to "below average" or worse; (vii) failure by the Company to duly perform, within the required time period, its obligations under Sections 3.14; (viii) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of, or commence a voluntary case under, any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations, or (ix) failure by the Company to be in compliance with the "doing business" or licensing laws of any jurisdiction where a Mortgaged Property is located but only to the extent such failure materially and adversely affects the enforceability of the Mortgage Loans or the Company's ability to perform its obligations hereunder. If an Event of Default described in this Section shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, the Owner by notice in writing to the Company, may terminate all of the rights and obligations of the Company under this Agreement other than its right to receive servicing compensation for servicing the Mortgage Loans hereunder during any period prior to the date of such termination and may exercise any and all other remedies available at law or equity; provided, however, that any liability of the Company under this Agreement arising prior to such termination shall survive. On or after the receipt by the Company of such written notice, all authority and power of the Company under this Agreement shall, in accordance with Section 8.019.01, pass to and be vested in the Owner or the Successor Servicer appointed pursuant to Section 8.019.01. If Upon the termination of the Company obtains knowledge of as servicer hereunder following an Event of DefaultDefault by the Company, if the Owner terminates any Subservicing Agreement the Company shall promptly notify pay any termination fee payable to the owner thereofrelated Subservicer.

Events of Default of the Company. Event The occurrence of Default, wherever used herein, means any one of the following eventsshall constitute an Event of Default with respect to the Company: (ia) the Company shall fail fails to remit to the Owner perform or observe any payment required agreement, covenant, term or condition contained herein, and such failure, if able to be made under the terms of this Agreement and such failure shall continue remedied, continues unremedied for a period of 2 five days (or such shorter amount of time remaining prior to the Closing Date) after the date upon which written notice or oral notice (promptly confirmed in writing) of such failure, requiring such failure to be remedied, shall have been thereof is given by the Majority Holders to the Company by (and the Owner; orMajority Holders have not subsequently agreed to waive such Event of Default, in their sole discretion); (iib) the Company shall fail to observe makes an assignment for the benefit of creditors or perform is generally not paying its debts as such debts become due; (c) any decree or order for relief in any material respect any other of the covenants or agreements on the part of the Company contained in this Agreement as it relates to the Owner and such failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Owner; provided, however, that no Event of Default shall occur until 60 days after the date of such notice if the Company is diligently proceeding to cure any such failure; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in an involuntary case entered under any present or future federal or state bankruptcy, insolvency or similar law or appointing a conservator or receiver or liquidator in any reorganization, compromise, arrangement, insolvency, readjustment of debt, marshalling of assets and liabilities dissolution or liquidation or similar proceedingslaw, whether now or hereafter in effect (the “Bankruptcy Law”), of any jurisdiction; 11 (d) the Company petitions or applies to any Tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of the Company, or of any substantial part of the assets of the Company, or commences a voluntary case under the Bankruptcy Law of the United States or any other jurisdiction or any proceedings (other than proceedings for the windingvoluntary liquidation and dissolution of a wholly-up owned Subsidiary) relating to the Company under the Bankruptcy Law of any other jurisdiction; (e) any such petition or liquidation of its affairsapplication is filed, shall have been entered or any such proceedings are commenced, against the Company and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; provided, however, that no Event of Default shall occur until 60 days after the date of such notice if the Company by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is diligently proceeding to discharge entered appointing any such trustee, receiver, custodian, liquidator or stay similar official, or approving the petition in any such proceedings, and such order, judgment or decree or orderremains unstayed and in effect for more than 60 days; or (ivf) any order, judgment or decree is entered in any proceedings against the Company shall consent to decreeing the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of, or relating to, the Company or of, or relating to, all or substantially all of the property of the Company; or (v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of, or commence a voluntary case under, any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. If an Event of Default described in this Section shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, the Owner by notice in writing to the Company, may terminate all of the rights and obligations dissolution of the Company under this Agreement other and such order, judgment or decree remains unstayed and in effect for more than its right to receive servicing compensation for servicing the Mortgage Loans hereunder during any period prior to the date of such termination and may exercise any and all other remedies available at law or equity; provided, however, that any liability of the Company under this Agreement arising prior to such termination shall survive. On or after the receipt by the Company of such written notice, all authority and power of the Company under this Agreement shall, in accordance with Section 8.01, pass to and be vested in the Owner or the Successor Servicer appointed pursuant to Section 8.01. If the Company obtains knowledge of an Event of Default, the Company shall promptly notify the owner thereof30 days.

Events of Default of the Company. Event The occurrence of Default, wherever used herein, means any one of the following eventsshall constitute an Event of Default with respect to the Company: (ia) the Company shall fail fails to remit to the Owner perform or observe any payment required agreement, covenant, term or condition contained herein, and such failure, if able to be made under the terms of this Agreement and such failure shall continue remedied, continues unremedied for a period of 2 five (5) days (or such shorter amount of time remaining prior to the Closing Date) after the date upon which written notice or oral notice (promptly confirmed in writing) of such failure, requiring such failure to be remedied, shall have been thereof is given by the Majority Holders to the Company by (and the OwnerMajority Holders have not subsequently agreed to waive such Event of Default, in their sole discretion); or (iib) the Company shall fail to observe makes an assignment for the benefit of creditors or perform is generally not paying its debts as such debts become due; or 7 (c) any decree or order for relief in any material respect any other of the covenants or agreements on the part of the Company contained in this Agreement as it relates to the Owner and such failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Owner; provided, however, that no Event of Default shall occur until 60 days after the date of such notice if the Company is diligently proceeding to cure any such failure; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in an involuntary case entered under any present or future federal or state bankruptcy, insolvency or similar law or appointing a conservator or receiver or liquidator in any reorganization, compromise, arrangement, insolvency, readjustment of debt, marshalling of assets and liabilities dissolution or liquidation or similar proceedingslaw, whether now or hereafter in effect (the “Bankruptcy Law”), of any jurisdiction; or (d) the Company petitions or applies to any Tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of the Company, or of any substantial part of the assets of the Company, or commences a voluntary case under the Bankruptcy Law of the United States or any other jurisdiction or any proceedings (other than proceedings for the windingvoluntary liquidation and dissolution of a wholly-up owned Subsidiary) relating to the Company under the Bankruptcy Law of any other jurisdiction; or (e) any such petition or liquidation of its affairsapplication is filed, shall have been entered or any such proceedings are commenced, against the Company and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; provided, however, that no Event of Default shall occur until 60 days after the date of such notice if the Company by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is diligently proceeding to discharge entered appointing any such trustee, receiver, custodian, liquidator or stay similar official, or approving the petition in any such proceedings, and such order, judgment or decree or orderremains unstayed and in effect for more than sixty (60) days; or (ivf) any order, judgment or decree is entered in any proceedings against the Company shall consent to decreeing the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of, or relating to, the Company or of, or relating to, all or substantially all of the property of the Company; or (v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of, or commence a voluntary case under, any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. If an Event of Default described in this Section shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, the Owner by notice in writing to the Company, may terminate all of the rights and obligations dissolution of the Company under this Agreement other and such order, judgment or decree remains unstayed and in effect for more than its right to receive servicing compensation for servicing the Mortgage Loans hereunder during any period prior to the date of such termination and may exercise any and all other remedies available at law or equity; provided, however, that any liability of the Company under this Agreement arising prior to such termination shall survive. On or after the receipt by the Company of such written notice, all authority and power of the Company under this Agreement shall, in accordance with Section 8.01, pass to and be vested in the Owner or the Successor Servicer appointed pursuant to Section 8.01. If the Company obtains knowledge of an Event of Default, the Company shall promptly notify the owner thereofthirty (30) days.

Events of Default of the Company. Event of Default, wherever used herein, means any one of the following events: (i) the Company shall fail to remit to the Owner any payment required to be made under the terms of this Agreement and such failure shall continue unremedied for a period of 2 5 days after the date upon which written notice or oral notice (promptly confirmed in writing) of such failure, requiring such failure to be remedied, shall have been given to the Company by the Owner; or (ii) the Company shall fail to observe or perform in any material respect any other of the covenants or agreements on the part of the Company contained in this Agreement as it relates to the Owner and such failure shall continue unremedied for a period of 30 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Owner; provided, however, that no Event of Default shall occur until 60 days after the date of such notice if the Company is diligently proceeding to cure any such failure; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or appointing a conservator or receiver or liquidator 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 Company and such decree or order shall have remained in force undischarged or unstayed for a period of 30 60 days; provided, however, that no Event of Default shall occur until 60 days after the date of such notice if the Company is diligently proceeding to discharge or stay such decree or order; or (iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of, or relating to, the Company or of, or relating to, all or substantially all of the property of the Company; or (v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of, or commence a voluntary case under, any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. If an Event of Default described in this Section shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, the Owner by notice in writing to the Company, may terminate all of the rights and obligations of the Company under this Agreement other than its right to receive servicing compensation for servicing the Mortgage Loans hereunder during any period prior to the date of such termination and may exercise any and all other remedies available at law or equity; provided, however, that any liability of the Company under this Agreement arising prior to such termination shall survive. On or after the receipt by the Company of such written notice, all authority and power of the Company under this Agreement shall, in accordance with Section 8.01, pass to and be vested in the Owner or the Successor Servicer appointed pursuant to Section 8.01. If the Company obtains knowledge of an Event of Default, the Company shall promptly notify the owner thereof.

Events of Default of the Company. Event of Default, wherever used herein, means any one of the following events: (i) the Company shall fail to remit to the Owner any payment required to be made under the terms of this Agreement and such failure shall continue unremedied for a period of 2 days two (2) Business Days after the date upon which written notice or oral notice (promptly confirmed in writing) of such failure, requiring such failure to be remedied, shall have been given to the Company by the Owner; or (ii) the Company shall fail to observe or perform in any material respect any other of the covenants or agreements on the part of the Company contained in this Agreement as it relates to the Owner and such failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Owner; provided, however, that no Event of Default shall occur until 60 days after the date of such notice if the Company is diligently proceeding to cure any such failure; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or appointing a conservator or receiver or liquidator 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 Company and such decree or order shall have remained in force undischarged or unstayed for a period of 30 60 days; provided, however, that no Event of Default shall occur until 60 days after the date of such notice if the Company is diligently proceeding to discharge or stay such decree or order; or (iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of, or relating to, the Company or of, or relating to, all or substantially all of the property of the Company; or (v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of, or commence a voluntary case under, any applicable insolvency insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) the Company fails to maintain a minimum net worth of $25,000,000; (vii) the Company ceases to meet the qualifications of either a Xxxxxx Mae or Xxxxxxx Mac seller/servicer or the Company is not eligible to act as servicer or master servicer for mortgage loans subject to residential mortgage backed securities transactions rated by any nationally recognized rating agency or is eligible to act as such only with enhanced credit support or the Company's servicer rating is reduced to "below average" or the equivalent or lower rating by two (2) or more national recognized statistical rating organizations; (viii) the Company effects a merger, consolidation or sale of substantially all its assets without satisfying the conditions of Section 6.02; (ix) the Company attempts to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof (other than to a Subservicer) in violation of Section 3.02 or Section 6.03; or (x) the Company is no longer licensed in each state in which the failure to be licensed (A) will have a material adverse effect on the ability of the Company to perform its obligations under this Agreement or the enforceability of a Mortgage Loan or (B) will result in a violation of law if the Company continues to service Mortgage Loans under this Agreement. If an Event of Default described in this Section shall occur, then, and in each and every such case, so long as such Event of Default shall not have been remedied, the Owner by notice in writing to the Company, may terminate all of the rights and obligations of the Company under this Agreement other than its right to receive servicing compensation for servicing the Mortgage Loans hereunder during any period prior to the date of such termination and may exercise any and all other remedies available at law or equity; provided, however, that any liability of the Company under this Agreement arising prior to such termination shall survive. On or after the receipt by the Company of such written notice, all authority and power of the Company under this Agreement shall, in accordance with Section 8.019.01, pass to and be vested in the Owner or the Successor Servicer appointed pursuant to Section 8.019.01. The Company shall cooperate with the Owner and such successor in effecting the termination of the Company's responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. All costs associated with the transfer of servicing pursuant to this Section 7.01 shall be paid by the Company upon presentation of reasonable documentation of such costs. If any of the Mortgage Loans are MERS Mortgage Loans, in connection with the termination or resignation (as described in Section 9.01) of the Company obtains knowledge hereunder, either (i) the successor Company shall represent and warrant that it is a member of an Event MERS in good standing and shall agree to comply in all material respects with the rules and procedures of DefaultMERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the Company shall promptly notify cooperate with the owner thereofsuccessor company either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Owner and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS System to the successor company or (y) in causing MERS to designate on the MERS System the successor company as the servicer of such Mortgage Loan.