Common use of Events of Servicer Termination Clause in Contracts

Events of Servicer Termination. (a) The Master Servicer may be removed with respect to Trust B if any one of the following events ("Trust B Events of Servicer Termination") shall occur and be continuing: (i) The Master Servicer shall fail to deliver to the Indenture Trustee any proceeds or required payment, which failure continues unremedied for five Business Days following written notice to an Authorized Officer of the Master Servicer from the Indenture Trustee or from Class B Noteholders evidencing Percentage Interest aggregating not less than 25%. (ii) The Master Servicer shall fail to perform any one or more of its obligations hereunder other than the obligations contemplated by Subsection 5.1(i) above, and shall continue in default thereof for a period of sixty (60) days after notice by the Indenture Trustee or the Note Insurer of said failure; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Control Party; or (iii) The Master Servicer shall fail to cure any breach of any of its representations and warranties set forth in Section 3.2 which materially and adversely affects the interests of the Class B Noteholders or the Note Insurer for a period of thirty (30) days after the Master Servicer's discovery or receipt of notice thereof; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Control Party; or (iv) The failure by the Master Servicer to make any required Servicing Advance and such failure continues for fifteen days; provided, however; that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that any such event was due to circumstances beyond the control of the Master Servicer, such event shall not be considered an event of termination of the Master Servicer; or (v) The failure by the Master Servicer to make any required Delinquency Advance or to pay any Compensating Interest; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that any such event was due to circumstances beyond the control of the Master Servicer, such event shall not be considered an event of termination of the Master Servicer; Then, and in each and every such case, so long as a Trust B Event of Servicer Termination shall not have been remedied by the Master Servicer, either the Indenture Trustee, the Note Insurer or the Class B Noteholders evidencing Percentage Interests aggregating not less than 51% in each case with the consent of the Note Insurer, or the Note Insurer, by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Note Insurer of the Class B Noteholders) may terminate all of the rights and obligations of the Master Servicer as servicer of Trust B under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Note Insurer. On and after the receipt by the Master Servicer of such written notice, all

Events of Servicer Termination. (a) The Master Servicer may be removed with respect to Trust B C if any one of the following events ("Trust B C Events of Servicer Termination") shall occur and be continuing: (i) The Master Servicer shall fail to deliver to the Indenture Trustee any proceeds or required payment, which failure continues unremedied for five Business Days following written notice to an Authorized Officer of the Master Servicer from the Indenture Trustee or from Class B C Noteholders evidencing Percentage Interest aggregating not less than 25%. (ii) The Master Servicer shall fail to perform any one or more of its obligations hereunder other than the obligations contemplated by Subsection 5.1(i) above, and shall continue in default thereof for a period of sixty (60) days after notice by the Indenture Trustee or the Note Insurer of said failure; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Control Party; or (iii) The Master Servicer shall fail to cure any breach of any of its representations and warranties set forth in Section 3.2 which materially and adversely affects the interests of the Class B C Noteholders or the Note Insurer for a period of thirty (30) days after the Master Servicer's discovery or receipt of notice thereof; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Control Party; or (iv) The failure by the Master Servicer to make any required Servicing Advance and such failure continues for fifteen days; provided, however; that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that any such event was due to circumstances beyond the control of the Master Servicer, such event shall not be considered an event of termination of the Master Servicer; or (v) The failure by the Master Servicer to make any required Delinquency Advance or to pay any Compensating Interest; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that any such event was due to circumstances beyond the control of the Master Servicer, such event shall not be considered an event of termination of the Master Servicer; Then, and in each and every such case, so long as a Trust B C Event of Servicer Termination shall not have been remedied by the Master Servicer, either the Indenture Trustee, the Note Insurer or the Class B Noteholders evidencing Percentage Interests aggregating not less than 51% in each case with the consent of the Note Insurer, or the Note Insurer, by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Note Insurer of the Class B Noteholders) may terminate all of the rights and obligations of the Master Servicer as servicer of Trust B under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Note Insurer. On and after the receipt by the Master Servicer of such written notice, all

Events of Servicer Termination. (a) The Master Servicer may be removed with respect to Trust B A if any one of the following events ("Trust B A Events of Servicer Termination") shall occur and be continuing: (i) The Master Servicer shall fail to deliver to the Indenture Trustee any proceeds or required payment, which failure continues unremedied for five Business Days following written notice to an Authorized Officer of the Master Servicer from the Indenture Trustee or from Class B A Noteholders evidencing Percentage Interest aggregating not less than 25%. (ii) The Master Servicer shall fail to perform any one or more of its obligations hereunder other than the obligations contemplated by Subsection 5.1(i) above, and shall continue in default thereof for a period of sixty (60) days after notice by the Indenture Trustee or the Note Insurer of said failure; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Control Party; or (iii) The Master Servicer shall fail to cure any breach of any of its representations and warranties set forth in Section 3.2 which materially and adversely affects the interests of the Class B A Noteholders or the Note Insurer for a period of thirty (30) days after the Master Servicer's discovery or receipt of notice thereof; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Control Party; or (iv) The failure by the Master Servicer to make any required Servicing Advance and such failure continues for fifteen days; provided, however; that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that any such event was due to circumstances beyond the control of the Master Servicer, such event shall not be considered an event of termination of the Master Servicer; or (v) The failure by the Master Servicer to make any required Delinquency Advance or to pay any Compensating Interest; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that any such event was due to circumstances beyond the control of the Master Servicer, such event shall not be considered an event of termination of the Master Servicer; Then, and in each and every such case, so long as a Trust B A Event of Servicer Termination shall not have been remedied by the Master Servicer, either the Indenture Trustee, the Note Insurer or the Class B A Noteholders evidencing Percentage Interests aggregating not less than 51% in each case with the consent of the Note Insurer, or the Note Insurer, by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Note Insurer of the Class B A Noteholders) may terminate all of the rights and obligations of the Master Servicer as servicer of Trust B A under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Note Insurer. On and after the receipt by the Master Servicer of such written notice, all

Events of Servicer Termination. (a) The Master Servicer may be removed with respect to the Trust B if any one of the following events ("Trust B Events of Servicer Termination") shall occur and be continuing: (i) The Master Servicer shall fail to deliver to the Indenture Trustee any proceeds or required payment, which failure continues unremedied for five Business Days following written notice to an Authorized Officer of the Master Servicer from the Indenture Trustee or from Class B Noteholders evidencing Percentage Interest aggregating not less than 25%. (ii) The Master Servicer shall fail to perform any one or more of its obligations hereunder other than the obligations contemplated by Subsection 5.1(i) above, and shall continue in default thereof for a period of sixty (60) days after notice by the Indenture Trustee or the Note Insurer of said failure; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Control Party; or (iii) The Master Servicer shall fail to cure any breach of any of its representations and warranties set forth in Section 3.2 which materially and adversely affects the interests of the Class B Noteholders or the Note Insurer for a period of thirty (30) days after the Master Servicer's discovery or receipt of notice thereof; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Control Party; or (iv) The failure by the Master Servicer to make any required Servicing Advance and such failure continues for fifteen days; provided, however; that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that any such event was due to circumstances beyond the control of the Master Servicer, such event shall not be considered an event of termination of the Master Servicer; or (v) The failure by the Master Servicer to make any required Delinquency Advance or to pay any Compensating Interest; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that any such event was due to circumstances beyond the control of the Master Servicer, such event shall not be considered an event of termination of the Master Servicer; Then, and in each and every such case, so long as a Trust B Event of Servicer Termination shall not have been remedied by the Master Servicer, either the Indenture Trustee, the Note Insurer or the Class B Noteholders evidencing Percentage Interests aggregating not less than 51% in each case with the consent of the Note Insurer, or the Note Insurer, by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Note Insurer of the Class B Noteholders) may terminate all of the rights and obligations of the Master Servicer as servicer of Trust B under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Note Insurer. On and after the receipt by the Master Servicer of such written notice, allMaster