Common use of Events of Servicing Termination Clause in Contracts

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which failure continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Trustee, the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%, by notice then given in writing to the Master Servicer (and to the Trustee if given by the Credit Enhancer or the Holders of Investor Certificates) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 8.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Termination.

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which that continues unremedied either beyond the relevant Payment Date or for a period of five Business Days (or, if the Master Servicer is permitted to remit collections on a monthly basis pursuant to Section 3.02(b), three Business Days) after the date upon which written when notice of such the failure shall have has been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 25%% of the Outstanding Amount; or (ii) Failure on the part of failure by the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates Notes or in this Agreement, which failure Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and continues unremedied for a period of 60 days after the date on which written notice of such the failure, requiring the same it to be remedied, and stating that such the notice is a "Notice of Default" hereunderunder this Agreement, shall have has been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 25%% of the Outstanding Amount; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating an Insolvency Event occurs with respect to the Master Servicer or of or relating to substantially all of its property; or the Master 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 obligationsServicer; then, and in each and every such case, so long as an until the Event of Servicing Termination shall not have has been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Indenture Trustee, the Credit Enhancer Enhancer, or the Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 51%, % of the Outstanding Amount with the consent of the Credit Enhancer by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer or the Holders of Investor CertificatesNotes) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such This notice to the Master Servicer shall also be given to each Rating Agency Agency, and the Credit Enhancer. On or after From the receipt by the Master Servicer of such written the notice, all authority the rights and power obligations of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to this Section; and under this Section 8.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsdocuments, and to do or accomplish all other acts or things necessary or anything else appropriate to effect the purposes of such the notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities rights and rights obligations of the Master Servicer hereunderunder this Agreement, including, without limitation, including the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be are held by the Master Servicer and are to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter are subsequently received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such the succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon on presentation of reasonable documentation of such the costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i6.01(i) for a period of ten five or more Business Days or under Section 8.01(ii6.01(ii) for a period of 60 Business Daysor more days, shall not constitute an Event of Servicing Termination if such the delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such the delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods floods, or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor, the Transferor, the Credit Enhancer Enhancer, and the Investor Certificateholders Noteholders with an Officers' Certificate giving prompt notice of such its failure or delay by itdelay, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee in writing of any Events of Servicing Termination. In connection with the termination of the Master Servicer if any mortgage is registered on the MERS(R) System, then, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of mortgage in recordable form to transfer all the mortgages registered on the MERS(R) System from MERS to the Indenture Trustee and to execute and deliver any other notices and documents appropriate to effect a transfer of those mortgages or the servicing of the Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file the assignment in the appropriate recording office. The successor Master Servicer shall deliver the assignment to the Indenture Trustee promptly upon receipt of the original with evidence of recording on it or a copy certified by the public recording office in which the assignment was recorded.

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five one Business Days Day after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Notes instruct otherwise; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates Notes or in this Agreement, which failure continues unremedied for a period of 60 15 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Notes; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trusteeIndenture Trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trusteeIndenture Trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; (v) the occurrence of an Event of Servicer Termination under the Insurance Agreement; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Indenture Trustee, the Credit Enhancer Insurer or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 51%50% of the Outstanding Amount of the Notes, in each case with the consent of the Insurer, by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer Insurer or the Holders of Investor CertificatesNotes) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Upon the occurrence of a Servicer Termination Delinquency Rate Trigger or Servicer Termination Loss Trigger as those terms are defined in the Insurance Agreement, the Insurer may, in its reasonable discretion, terminate all of the rights and obligations of the Servicer pursuant to the terms hereof. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit EnhancerInsurer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 8.016.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 6.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i6.01(i) for a period of ten one Business Days Day or under Section 8.01(ii6.01(ii) for a period of 60 Business Days15 days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods earthquakes or similar causesfloods. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Indenture Trustee, the TransferorSponsor, the Credit Enhancer Insurer and the Investor Noteholders and Residual Certificateholders with an Officers' Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and the Insurer in writing of any Events of Servicing Termination.

Events of Servicing Termination. If (a) The Indenture Trustee or the Note Insurer (or the Owners with the consent of the Note Insurer) may remove the Servicer (including any one successor entity serving as the Servicer) upon the occurrence of any of the following events ("Events of Servicing Termination") shall occur and be continuingevents: (i) Any failure by the Master The Servicer shall fail to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given deliver to the Master Servicer by the Indenture Trustee any proceeds or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreementrequired payment, which failure continues unremedied for a period of 60 days after the date on which five Business Days following written notice to an Authorized Officer of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to Servicer from the Master Servicer by the Indenture Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; orfrom any Owner; (iiiii) The entry against the Master Servicer of a decree shall (I) apply for or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trusteereceiver, conservatorIndenture Trustee, receiver liquidator or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities custodian or similar proceedings of entity with respect to itself or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall , (II) admit in writing its inability to pay its debts generally as they become due, (III) make a general assignment for the benefit of creditors, (IV) be adjudicated a bankrupt or insolvent, (V) commence a voluntary case under the federal bankruptcy laws of the United States of America or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any applicable insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization statute, make an assignment or insolvency proceeding or (VI) take corporate action for the benefit purpose of effecting any of the foregoing; (iii) If without the application, approval or consent of the Servicer, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Servicer an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a Indenture Trustee, receiver, liquidator, custodian or similar entity with respect to the Servicer or of all or any substantial part of its creditorsassets, or voluntarily suspend payment other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Servicer in good faith, the same shall (A) result in the entry of an order for relief or any such adjudication or appointment or (B) continue undismissed or pending and unstayed for any period of seventy-five (75) consecutive days; (iv) The Servicer shall fail to perform any one or more of its obligationsobligations hereunder (other than the obligations set out in (i) above) and shall continue in default thereof for a period of sixty (60) days after the earlier of (x) notice by the Indenture Trustee or the Note Insurer of said failure or (y) actual knowledge of an officer of the Servicer; thenprovided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Note Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Note Insurer; or (v) The Servicer shall fail to cure any breach of any of its representations and warranties set forth in Section 2.2 which materially and adversely affects the interests of the Owners or Note Insurer for a period of sixty (60) days after the Servicer's discovery or receipt of notice thereof; provided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Note Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Note Insurer. (b) The Note Insurer may remove the Servicer upon the occurrence of any of the following events: (i) a Total Available Funds Shortfall; provided, however, that the Note Insurer shall have no right to remove the Servicer under this clause (i) if the Servicer can demonstrate to the reasonable satisfaction of the Note Insurer that such event was due to circumstances beyond the control of the Servicer; (ii) the failure by the Servicer to make any required Servicing Advance; (iii) the failure by the Servicer to perform any one or more of its obligations hereunder, which failure materially and adversely affects the interests of the Note Insurer, and the continuance of such failure for a period of 30 days or such longer period as agreed to in each and every such case, so long as an Event of Servicing Termination shall not have been remedied writing by the Master ServicerNote Insurer. (iv) the failure by the Servicer to make any required Delinquency Advance or to pay any Compensating Interest; (v) if on any Payment Date the Pool Rolling Three Month Delinquency Rate exceeds 7.0%; (vi) if on any Payment Date occurring in March of any year, commencing in March 1999, the aggregate Pool Cumulative Realized Losses over the prior twelve month period exceed 2.0% of the average Pool Principal Balance as of the close of business on the last day of each of the twelve preceding Remittance Periods; or (vii) (a) if on any of the first 60 Payment Dates from the Closing Date the aggregate Pool Cumulative Expected Losses for all prior Remittance Periods since the Closing Date exceed 5.0% of the Pool Principal Balance as of the Cut-Off Date and (b) if on any Payment Date thereafter the aggregate Pool Cumulative Expected Losses for all prior Remittance Periods from the Closing Date exceed 6.5% of the Pool Principal Balance as of the Cut-Off Date, provided, however, with respect to clauses (v), (vi) and (vii), if the Servicer can demonstrate to the reasonable satisfaction of the Note Insurer that any such event was due to circumstances beyond the control of the Servicer, such event shall not be considered an Event event of Servicing Termination specified termination of the Servicer. Upon the Indenture Trustee's determination that a required Delinquency Advance or payment of Compensating Interest has not been made by the Servicer, the Indenture Trustee shall so notify in writing an Authorized Officer of the Servicer and the Note Insurer as soon as is reasonably practical. (c) In the case of clauses (i) - ), (ii), (iii), (iv), above, either ) or (v) of Subsection (b) the Trustee, the Credit Enhancer or the Holders Owners of Investor Certificates Notes evidencing Percentage Interests aggregating not less than 51%, 33 1/3% of the aggregate Note Principal Balance (with the consent of the Note Insurer) by notice then given in writing to the Master Servicer (and a copy to the Trustee if given by the Credit Enhancer or the Holders of Investor CertificatesIndenture Trustee) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice ; provided, however, that the responsibilities and duties of the initial Servicer with respect to the Master Servicer repurchase of Mortgage Loans pursuant to Section 2.4 shall also be not terminate. The Indenture Trustee shall mail a copy of any notice given by it hereunder to each the Rating Agency and the Credit EnhancerAgencies. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall without further action pass to and be vested in the Indenture Trustee pursuant to and under (for this Section 8.01; purpose, the term includes an affiliate thereof) or such successor Servicer as may be appointed hereunder, and, without limitation, the Indenture Trustee is hereby authorized and empowered (which authority and power are coupled with an interest and are irrevocable) to execute and deliver, on behalf of the Master predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of or termination, whether to complete the transfer and endorsement of each the Mortgage Loan Loans and related documents, documents or otherwise. The Master predecessor Servicer agrees to shall cooperate with the successor Servicer or the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master predecessor Servicer hereunder, including, without limitation, under this Agreement including the transfer to the successor Servicer or to the Indenture Trustee for the administration by it of all cash amounts accounts that shall at the time be held by the Master predecessor Servicer and to for deposit or shall thereafter be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the a Mortgage LoansLoan. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 4.20 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. (d) If any event described in subsections (a) or (b) above occurs and is continuing, during the 30 day period following receipt of notice, the Indenture Trustee and the Note Insurer shall cooperate with each other to determine if the occurrence of such event is more likely than not the result of the acts or omissions of the Servicer or more likely than not the result of events beyond the control of the Servicer. Notwithstanding If the foregoingIndenture Trustee and the Note Insurer conclude that the event is the result of the latter, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could the Servicer may not be prevented by terminated, unless and until some other event set forth in subsection (a) or (b) has occurred and is continuing. If the exercise Indenture Trustee and the Note Insurer conclude that the event is the result of reasonable diligence by the Master former, the Note Insurer may terminate the Servicer in accordance with this Section, and the Indenture Trustee shall act as successor Servicer. If the Indenture Trustee and the Note Insurer cannot agree, and the basis for such delay disagreement is not arbitrary or failure was caused by an act unreasonable, as to the cause of God the event, the decision of the Note Insurer shall control; provided, however, that if the Note Insurer decides to terminate the Servicer, the Indenture Trustee shall be relieved of its obligation to assume the servicing or to appoint a successor, which shall be the public enemy, acts exclusive obligation of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causesthe Note Insurer. The preceding sentence shall not relieve the Master Servicer from using Note Insurer agrees to use its best efforts to perform its respective obligations in a timely manner in accordance with inform the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee in writing of any Events materially adverse information regarding the Servicer's servicing activities that comes to the attention of Servicing Terminationthe Note Insurer from time to time.

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Notes instruct otherwise; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates Notes or in this Agreement, which failure continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less than 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; ; (v) the occurrence of an Event of Servicer Termination under the Insurance Agreement. then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Indenture Trustee, the Credit Enhancer Insurer or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 51%50% of the Outstanding Amount of the Notes instruct otherwise, in each case with the consent of the Insurer, or the Insurer, by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer Insurer or the Holders of Investor CertificatesNotes) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Upon the occurrence of a Servicer Termination Delinquency Rate Trigger or Servicer Termination Loss Trigger as those terms are defined in the Insurance Agreement, the Insurer may, in its reasonable discretion, terminate all of the rights and obligations of the Servicer pursuant to the terms hereof. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit EnhancerInsurer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 8.016.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 6.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i6.01(i) for a period of ten two Business Days or under Section 8.01(ii6.01(ii) for a period of 60 Business Daysdays, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Indenture Trustee, the TransferorSponsor, the Credit Enhancer Insurer and the Investor Noteholders and Certificateholders with an Officers' Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and the Insurer in writing of any Events of Servicing Termination.

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master The Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied shall (a) apply for a period of five Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which failure continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a receiver, trustee, conservator, receiver liquidator or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities custodian or similar proceedings of entity with respect to itself or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall , (b) admit in writing its inability to pay its debts generally as they become due, (c) make a general assignment for the benefit of creditors, (d) be adjudicated a bankrupt or insolvent, (e) commence a voluntary case under the federal bankruptcy laws of the United States of America or any state bankruptcy law or similar laws or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any applicable insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization statute, make an assignment or insolvency proceeding or (f) take corporate action for the benefit purpose of effecting any of the foregoing; or (ii) If without the application, approval or consent of the Servicer, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Servicer an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator or custodian or similar entity with respect to the Servicer or of all or any substantial part of its creditorsassets, or voluntarily suspend payment other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Servicer in good faith, the same shall (A) result in the entry of an order for relief or any such adjudication or appointment or (B) continue undismissed or pending and unstayed for any period of seventy-five (75) consecutive days; or (iii) The Servicer shall fail to perform any one or more of its obligationsobligations hereunder and shall continue in default thereof for a period of thirty (30) days (one (1) Business Day in the case of a delay in making a payment or deposit required of the Servicer under this Agreement) after the earlier of (a) actual knowledge of an officer of the Servicer or (b) receipt of notice from the Indenture Trustee or the Insurer of said failure; provided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Insurer; or (iv) The Servicer shall fail to cure any breach of any of its representations and warranties set forth in Section 2.03 or in the other Transaction Documents which materially and adversely affects the interests of the Owners or the Insurer which remains unremedied for a period of sixty (60) days after the earlier of the Servicer's discovery or receipt of notice thereof; provided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Insurer; or (v) The merger, consolidation or other combination of the Servicer with or into any other entity, unless (1) the Servicer or an Affiliate of the Servicer is the surviving entity of such combination or (2) the surviving entity (A) is servicing at least $300,000,000 of home equity loans that are similar to the Home Equity Loans, (B) has Tangible Net Worth of not less than $35,000,000 (as determined in accordance with generally acceptable account principles), (C) is consented to by the Insurer (such consent not to be unreasonably withheld) and (D) agrees to assume the Servicer's obligations hereunder; or (vi) The failure of the Servicer to satisfy the Servicer Termination Test; or (vii) The Servicer shall be declared in default of its credit facility by its credit facility provider, which default, if left uncured, would result in termination or acceleration of amounts owed thereunder; or (viii) Delta Funding Corporation or its successors shall fail to own, directly or indirectly, at least 51% of the Servicer unless (a) the Servicer shall be rated at least investment grade by each Rating Agency or (b) the Servicer shall have at all times committed financing capacity in a total amount of at least three times the Servicer's average loan originations funded during the immediately preceding three calendar months. then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by within the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Trusteeapplicable grace period, the Credit Enhancer Indenture Trustee shall, at the direction of the Insurer or the Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 51%% of the aggregate Note Principal Balance of all Classes of Notes (with the consent of the Insurer, so long as no Insurer Default exists), by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer or the Holders of Investor Certificates) may Notes), terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency Agency, the Depositor, the Trust and the Credit EnhancerInsurer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Home Equity Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 8.017.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Home Equity Loan and related documents, documents or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Principal and Interest Account, or that have been deposited by the Master Servicer in the Collection Principal and Interest Account or thereafter received by the Master Servicer with respect to the Mortgage Home Equity Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 7.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding [In addition, upon the foregoingoccurrence of any Trigger Event, as provided in the Insurance Agreement, and upon the direction of the Insurer in connection therewith, the Indenture Trustee shall terminate the rights and responsibilities of the Servicer hereunder and shall appoint a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master successor Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms provisions of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing TerminationSection 7.02.]

Events of Servicing Termination. If any one of the following events ("“Events of Servicing Termination"”) shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account or Distribution Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five one Business Days Day after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Notes; or (ii) Failure on the part of the Master Servicer or the Sponsor duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer or Sponsor set forth in the Certificates Notes or in this Agreement, which failure continues unremedied for a period of 60 thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "“Notice of Default" ” hereunder, shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Notes; orprovided, that a failure on the part of GreenPoint to perform its obligations under Section 2.03 or 2.06 hereof shall not be subject to the five day cure period; (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or; (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; (v) The entry against the Sponsor of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; (vi) The consent by the Sponsor to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Sponsor or of or relating to substantially all of its property; or the Sponsor 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; (vii) The Three Month Rolling Delinquency Rate exceeds 5.25%; (viii) Cumulative Realized Losses exceed the following percentage of the Initial Pool Balance on any Payment Date as set forth below: 1st through 12th 1.50 % 13th through 24th 2.75 % 25th through 36th 4.00 % 37st through 48th 5.00 % 49th and thereafter 6.00 % (ix) GreenPoint Bank fails to maintain the capital standards established for “well capitalized” institutions under the prompt corrective action regulations issued pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended; (x) GreenPoint Bank, GreenPoint Financial Corp. or its affiliates fail to pay any principal amount of at least $1,000,000 when due, subject to the applicable grace period, if any, specified in the agreement or other instrument relating to such debt and shall continue after the applicable grace period if the effect of such event is to accelerate the maturity and repayment of such debt before the stated maturity thereof; (xi) GreenPoint Bank shall no longer own 100% of the Servicer either directly or indirectly; (xii) GreenPoint Bank shall sell the servicing platform of the Servicer to a Person not affiliated with GreenPoint Bank who is not acceptable to the Insurer; (xiii) A subservicer is contracted to service loans in securitizations sponsored by the Sponsor and insured by the Insurer and such subservicer is not acceptable to the Insurer; (xiv) Any failure by the Servicer to obtain the prior written consent of the Insurer prior to the merger or consolidation of the Servicer with, or the acquisition of the Servicer by, any entity that is not 100% owned, directly or indirectly, by GreenPoint Financial Corp. (other than as a result of the merger with North Fork Bancorporation); (xv) Any governmental authority, including the Federal Deposit Insurance Corporation or any other governmental authority with regulatory powers over the GreenPoint Bank, GreenPoint Financial Corp. or its affiliates, shall take any mandatory or discretionary supervisory action against the GreenPoint Bank, GreenPoint Financial Corp. or its affiliates, including, without limitation, by cease and desist order, memorandum or understanding, capital directive or directive to take prompt corrective action, which action, in the reasonable opinion of the Insurer, would have a material adverse impact on (A) the business, operations or financial condition of GreenPoint Bank or the Servicer or (B) the ability of GreenPoint Bank or the Servicer to perform its obligations under any transaction document to which it is a party; or (xvi) GreenPoint Bank’s credit ratings fall below investment grade by Xxxxx’x or S&P; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Indenture Trustee, the Credit Enhancer Insurer or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 51%50% of the Outstanding Amount of the Notes, in each case with the consent of the Insurer, by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer Insurer or the Holders of Investor CertificatesNotes) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency Agency, the Class B Certificateholders and the Credit EnhancerInsurer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 8.016.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master ServicerServicer and the Sellers, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees’ fees and expenses) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 6.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i6.01(i) for a period of ten one Business Days Day or under Section 8.01(ii6.01(ii) for a period of 60 Business Daysthirty (30) days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods earthquakes or similar causesfloods. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Indenture Trustee, the TransferorSponsor, the Credit Enhancer Insurer and the Investor Noteholders and Residual Certificateholders with an Officers' Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and the Insurer in writing of any Events of Servicing Termination.

Events of Servicing Termination. (a) If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in deliver to the Collection Account Owner Trustee, the Indenture Trustee or the Securities Administrator any deposit proceeds or payment required to be made so delivered under the terms of the Notes and the Certificates and this Agreement which continues that shall continue unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to is received by the Master Servicer by from the Owner Trustee, the Indenture Trustee or to the Securities Administrator or after discovery of such failure by an officer of the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%Servicer; or (ii) Failure on the part of the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of agreements, as the Master Servicer case may be, set forth in the Notes, the Certificates or in this Agreement, which failure continues shall (A) materially and adversely affect the rights of Noteholders or Certificateholders and (B) continue unremedied for a period of 60 sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given (1) to the Master Servicer by the Depositor or the Indenture Trustee or (2) to the Owner Trustee, the Indenture Trustee, the Securities Administrator and the Master Servicer and the Trustee by the Credit Enhancer or Noteholders of Notes evidencing not less than 25% of the Holders principal amount of Investor the Notes or, if no Notes are outstanding, by holders of Certificates evidencing Certificate Percentage Interests aggregating not less than at least 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver receiver, or liquidator for the Master Servicer in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities liabilities, or similar proceedings, or for the winding up or liquidation of its respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 sixty (60) consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, conservator or receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities liabilities, or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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 obligationsobligations or become insolvent; thenthen the Indenture Trustee shall cause the Securities Administrator to promptly notify each Rating Agency, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), aboveremedied, either the Trustee, the Credit Enhancer Indenture Trustee or the Holders holders of Investor Notes evidencing not less than 25% of the principal amount of the Notes Outstanding (or, if no Notes are Outstanding, Certificates evidencing Certificate Percentage Interests aggregating not less than at least 51%), by notice then given in writing to the Master Servicer (and to the Indenture Trustee, the Securities Administrator and the Owner Trustee if given by the Credit Enhancer or Noteholders and to the Holders of Investor CertificatesOwner Trustee if given by the Certificateholders and in each case with a copy to the Rating Agencies) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Mortgage Loans Trust Property or otherwise, shall pass to and be vested in the Securities Administrator (so long as the Person serving as the Securities Administrator is not also the Master Servicer), and otherwise in the Indenture Trustee pursuant to and or such Successor Master Servicer as may be appointed under this Section 8.017.2; and, without limitation, the Securities Administrator (so long as the Person serving as the Securities Administrator is not also the Master Servicer), the Indenture Trustee is and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan the Receivables and related documents, or otherwise. The . (b) Upon termination of the Master Servicer agrees to under Section 7.1(a), the predecessor Master Servicer shall cooperate with the Securities Administrator, the Indenture, the Owner Trustee and such Successor Master Servicer in effecting the termination of the responsibilities and rights of the predecessor Master Servicer hereunderunder this Agreement, including, without limitation, including the transfer to the Securities Administrator (so long as the Person serving as the Securities Administrator is not also the Master Servicer), and otherwise to the Indenture Trustee or such Successor Master Servicer for the administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer and to be deposited by it in the Collection AccountServicer, for deposit, or that have been deposited shall thereafter be received with respect to a Receivable and the delivery of the Receivable Files and the related accounts and records maintained by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage LoansServicer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Receivable Files to the successor Successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 7.1 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure . (c) Upon termination of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused under Section 7.1(a), the Successor Master Servicer, by an act acceptance of God or its appointment, agrees that the public enemyReceivables will continue to be serviced through their respective Receivables Servicing Agreements, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve unless the Master Servicer from using its best efforts applicable Receivables Servicing Agreement has been terminated pursuant to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Terminationconditions set forth therein.

Events of Servicing Termination. If any one of the ------------------------------- following events ("Events of Servicing Termination") shall occur and be ------------------------------- continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days (or, if the Master Servicer is permitted to remit collections on a monthly basis pursuant to Section 3.02(b), three Business Days) after the date upon which written notice of such failure shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates of either Class evidencing Percentage Interests aggregating not less than 25%% of such Class; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which failure materially and adversely affects the interests of the Certificateholders or the Credit Enhancer and continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates of either Class evidencing Percentage Interests aggregating not less than 25%% of such Class; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - through (iv), above, either the Trustee, the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%% of all Classes of Investor Certificates with the consent of the Credit Enhancer, by notice then given in writing to the Master Servicer (and to the Trustee if given by the Credit Enhancer or the Holders of Investor Certificates) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 8.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Termination.

Events of Servicing Termination. If (a) The Trustee or the Certificate Insurer (or the Owners pursuant to Section 6.11 hereof) may remove the Servicer (including any one successor entity serving as the Servicer) upon the occurrence of any of the following events ("Events of Servicing Termination") shall occur and be continuingevents: (i) Any failure by the Master The Servicer shall fail to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given deliver to the Master Servicer by the Trustee any proceeds or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreementrequired payment, which failure continues unremedied for a period of 60 days after the date on which five Business Days following written notice to an Authorized Officer of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by from the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; orfrom any Owner; (iiiii) The entry against the Master Servicer of a decree shall (I) apply for or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a receiver, trustee, conservator, receiver liquidator or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities custodian or similar proceedings of entity with respect to itself or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall , (II) admit in writing its inability to pay its debts generally as they become due, (III) make a general assignment for the benefit of creditors, (IV) be adjudicated a bankrupt or insolvent, (V) commence a voluntary case under the federal bankruptcy laws of the United States of America or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any applicable insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization statute, make an assignment or insolvency proceeding or (VI) take corporate action for the benefit purpose of effecting any of the foregoing; (iii) If without the application, approval or consent of the Servicer, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Servicer an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator, custodian or similar entity with respect to the Servicer or of all or any substantial part of its creditorsassets, or voluntarily suspend payment other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Servicer in good faith, the same shall (A) result in the entry of an order for relief or any such adjudication or appointment or (B) continue undismissed or pending and unstayed for any period of seventy-five (75) consecutive days; (iv) The Servicer shall fail to perform any one or more of its obligationsobligations hereunder (other than the obligations set out in (i) above) and shall continue in default thereof for a period of sixty (60) days after the earlier of (x) notice by the Trustee or the Certificate Insurer of said failure or (y) actual knowledge of an officer of the Servicer; thenprovided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer; or (v) The 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 Owners or Certificate Insurer for a period of sixty (60) days after the Servicer's discovery or receipt of notice thereof; provided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer. (b) The Certificate Insurer may remove the Servicer upon the occurrence of any of the following events: (i) a Group I Total Available Funds Shortfall or a Group II Total Available Funds Shortfall; provided, however, that the Certificate Insurer shall have no right to remove the Servicer under this clause (i) if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that such event was due to circumstances beyond the control of the Servicer; (ii) the failure by the Servicer to make any required Servicing Advance; (iii) the failure by the Servicer to perform any one or more of its obligations hereunder, which failure materially and adversely affects the interests of the Certificate Insurer, and the continuance of such failure for a period of 30 days or such longer period as agreed to in each and every such case, so long as an Event of Servicing Termination shall not have been remedied writing by the Master ServicerCertificate Insurer. (iv) the failure by the Servicer to make any required Delinquency Advance or to pay any Compensating Interest; (v) if on any Payment Date the Pool Rolling Three Month Delinquency Rate exceeds 7.0%; (vi) if on any Payment Date occurring in June of any year, commencing in June 1998, the aggregate Pool Cumulative Realized Losses over the prior twelve month period exceed 2.0% of the average Pool Principal Balance as of the close of business on the last day of each of the twelve preceding Remittance Periods; or (vii) (a) if on any of the first 60 Payment Dates from the Startup Day the aggregate Pool Cumulative Expected Losses for all prior Remittance Periods since the Startup Day exceed 5.0% of the Pool Principal Balance as of the Cut-Off Date and (b) if on any Payment Date thereafter the aggregate Pool Cumulative Expected Losses for all prior Remittance Periods from the Startup Day exceed 6.5% of the Pool Principal Balance as of the Cut-Off Date, provided, however, with respect to clauses (v), (vi) and (vii), if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that any such event was due to circumstances beyond the control of the Servicer, such event shall not be considered an Event event of Servicing Termination specified termination of the Servicer. Upon the Trustee's determination that a required Delinquency Advance or payment of Compensating Interest has not been made by the Servicer, the Trustee shall so notify in writing an Authorized Officer of the Servicer and the Certificate Insurer as soon as is reasonably practical. (c) In the case of clauses (i) - ), (ii), (iii), (iv), above, either ) or (v) of Subsection (b) the Trustee, the Credit Enhancer or the Holders Owners of Investor Certificates evidencing Percentage Interests aggregating not less than 51%, 33 1/3% of the aggregate Class A Certificate Principal Balance (with the consent of the Certificate Insurer) by notice then given in writing to the Master Servicer (and a copy to the Trustee if given by the Credit Enhancer or the Holders of Investor CertificatesTrustee) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice ; provided, however, that the responsibilities and duties of the initial Servicer with respect to the Master Servicer repurchase of Mortgage Loans pursuant to Section 3.4 shall also be not terminate. The Trustee shall mail a copy of any notice given by it hereunder to each the Rating Agency and the Credit EnhancerAgencies. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall without further action pass to and be vested in the Trustee pursuant to and under (for this Section 8.01; purpose, the term includes an affiliate thereof) or such successor Servicer as may be appointed hereunder, and, without limitation, the Trustee is hereby authorized and empowered (which authority and power are coupled with an interest and are irrevocable) to execute and deliver, on behalf of the Master predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of or termination, whether to complete the transfer and endorsement of each the Mortgage Loan Loans and related documents, documents or otherwise. The Master predecessor Servicer agrees to shall cooperate with the successor Servicer or the Trustee in effecting the termination of the responsibilities and rights of the Master predecessor Servicer hereunder, including, without limitation, under this Agreement including the transfer to the successor Servicer or to the Trustee for the administration by it of all cash amounts accounts that shall at the time be held by the Master predecessor Servicer and to for deposit or shall thereafter be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the a Mortgage LoansLoan. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 8.20 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. (d) If any event described in subsections (a) or (b) above occurs and is continuing, during the 30 day period following receipt of notice, the Trustee and the Certificate Insurer shall cooperate with each other to determine if the occurrence of such event is more likely than not the result of the acts or omissions of the Servicer or more likely than not the result of events beyond the control of the Servicer. Notwithstanding If the foregoingTrustee and the Certificate Insurer conclude that the event is the result of the latter, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could the Servicer may not be prevented by terminated, unless and until some other event set forth in subsection (a) or (b) has occurred and is continuing. If the exercise Trustee and the Certificate Insurer conclude that the event is the result of reasonable diligence by the Master former, the Certificate Insurer may terminate the Servicer in accordance with this Section, and the Trustee shall act as successor Servicer. If the Trustee and the Certificate Insurer cannot agree, and the basis for such delay disagreement is not arbitrary or failure was caused by an act unreasonable, as to the cause of God the event, the decision of the Certificate Insurer shall control; provided, however, that if the Certificate Insurer decides to terminate the Servicer, the Trustee shall be relieved of its obligation to assume the servicing or to appoint a successor, which shall be the public enemy, acts exclusive obligation of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causesthe Certificate Insurer. The preceding sentence shall not relieve the Master Servicer from using Certificate Insurer agrees to use its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify inform the Trustee in writing of any Events materially adverse information regarding the Servicer's servicing activities that comes to the attention of Servicing Terminationthe Certificate Insurer from time to time.

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account or Payment Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five one Business Days Day after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer or Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%% of the Note Balance of the Notes; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates Notes or in this Agreement, which failure continues unremedied for a period of 60 thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%; or% of the Principal Balance of the Notes; (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Trustee, the Credit Enhancer Indenture Trustee or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 51%, 50% of the outstanding Note Balance of the Notes by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer or the Holders of Investor CertificatesNotes) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit EnhancerClass C Certificateholders. The Indenture Trustee shall not be deemed to have notice of an Event of Servicing Termination unless a Responsible Officer of the Indenture Trustee has actual knowledge, or has received written notice thereof. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 8.017.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master ServicerServicer and the Seller, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' feesfees and expenses) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 7.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. If such costs and expenses are not paid by the predecessor or initial Servicer, as applicable, such costs shall be paid out of the Trust Estate. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i7.01(i) for a period of ten one Business Days Day or under Section 8.01(ii7.01(ii) for a period of 60 Business Daysthirty (30) days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act event of God or the public enemyFORCE MAJEURE, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods earthquakes or similar causesfloods. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Indenture Trustee, the Transferor, the Credit Enhancer Depositor and the Investor Noteholders and Residual Certificateholders with an Officers' Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee in writing of any Events of Servicing Termination.

Events of Servicing Termination. (a) If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in deliver to the Collection Account Owner Trustee or the Indenture Trustee any deposit proceeds or payment required to be made so delivered under the terms of the Notes and the Certificates and this Agreement which continues that shall continue unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer is received by the Servicer from the Owner Trustee or to the Master Servicer and Indenture Trustee or after discovery of such failure by an officer of the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%Servicer; or (ii) Failure on the part of the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of agreements, as the Master Servicer case may be, set forth in the Notes, the Certificates or in this Agreement, which failure continues shall (A) materially and adversely affect the rights of Noteholders or Certificateholders and (B) continue unremedied for a period of 60 ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given (1) to the Master Servicer by the Owner Trustee or the Indenture Trustee, or (2) to the Master Servicer Owner Trustee, the Indenture Trustee and the Trustee Servicer by the Credit Enhancer or the Holders Noteholders of Investor Certificates Notes evidencing Percentage Interests aggregating not less than 25%% of the principal amount of the Notes or, if no Notes are outstanding, by holders of Certificates evidencing not less than 25% of the Certificate Balance; or (iii) The So long as a depository institution is not the Servicer, the entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver receiver, or liquidator for the Servicer or, if Bear Stearns Asset Receivables Coxx. xx the Servicer, Bear Stearns Companies Inc. (or its xxxxessor in interest) in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities liabilities, or similar proceedings, or for the winding up or liquidation of its respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 sixty (60) consecutive days; or (iv) The So long as a depository institution is not the Servicer, the consent by the Master Servicer or, if Bear Stearns Asset Receivables Corp. ix the Servicer, Bear Stearns Companies Inc. (or its suxxxxxxx in interest) to the appointment of a trustee, conservator, conservator or receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities liabilities, or similar proceedings of or relating to the Master Servicer (or Bear Stearns Companies Inc. (or ixx xxxxessor in interest), as applicable) of or relating to substantially all of its property; or the Master Servicer or, if Bear Stearns Asset Receivables Corp. ix xxx Xervicer, Bear Stearns Companies Inc. (or ixx xxxxessor in interest) 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 voluntary suspend payment of its obligationsobligations or become insolvent; thenthen the Indenture Trustee shall promptly notify each Rating Agency, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), aboveremedied, either the Trustee, the Credit Enhancer Indenture Trustee or the Holders holders of Investor Notes evidencing not less than 25% of the principal amount of the Notes Outstanding (or, if no Notes are Outstanding, Certificates evidencing Percentage Interests aggregating not less than at least 51%), by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Credit Enhancer or Noteholders and to the Holders of Investor CertificatesOwner Trustee if given by the Certificateholders) (with a copy to the Rating Agencies) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Mortgage Loans Trust Property or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and or such Successor Servicer as may be appointed under this Section 8.017.2; and, without limitation, the Indenture Trustee is and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the Master predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan the Receivables and related documents, or otherwise. The Master . (b) Upon termination of the Servicer agrees to under Section 7.1(a), the predecessor Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Master predecessor Servicer hereunderunder this Agreement, including, without limitation, including the transfer to the Indenture Trustee or such Successor Servicer for the administration by it of all cash amounts that shall at the time be held by the Master predecessor Servicer and to be deposited by it in the Collection Accountfor deposit, or that have been deposited by the Master Servicer in the Collection Account or shall thereafter be received by the Master Servicer with respect to a Receivable and the Mortgage Loansdelivery of the Receivable Files and the related accounts and records maintained by the Servicer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Receivable Files to the successor Master Successor Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 7.1 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding . (c) Upon termination of the foregoing, a delay in or failure of performance Servicer under Section 8.01(i) for a period 7.1(a), the Successor Servicer, by acceptance of ten Business Days or under Section 8.01(ii) for a period its appointment, agrees that it will service the DCS Receivables, the Ford Receivables and the Volvo Receivables through their respective Receivables Servicing Agreements, unless any of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts agreements are terminated pursuant to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Terminationconditions set forth therein.

Events of Servicing Termination. If any one of the ------------------------------- following events ("Events of Servicing Termination") shall occur and be continuingcon- tinuing: (i) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which failure materially and adversely affects the interests of the Certificateholders or the Credit Enhancer and continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Trustee, the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%, by notice then given in writing to the Master Servicer (and to the Trustee if given by the Credit Enhancer or the Holders of Investor Certificates) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 8.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Termination.

Events of Servicing Termination. If (a) The Trustee or the Certificate Insurer (or the Owners pursuant to Section 6.11 hereof) may remove the Servicer (including any one successor entity serving as the Servicer) upon the occurrence of any of the following events ("Events of Servicing Termination") shall occur and be continuingevents: (i) Any failure by the Master The Servicer shall fail to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given deliver to the Master Servicer by the Trustee any proceeds or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreementrequired payment, which failure continues unremedied for a period of 60 days after the date on which five Business Days following written notice to an Authorized Officer of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by from the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; orfrom any Owner; (iiiii) The entry against the Master Servicer of a decree shall (I) apply for or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a receiver, trustee, conservator, receiver liquidator or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities custodian or similar proceedings of entity with respect to itself or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall , (II) admit in writing its inability to pay its debts generally as they become due, (III) make a general assignment for the benefit of creditors, (IV) be adjudicated a bankrupt or insolvent, (V) commence a voluntary case under the federal bankruptcy laws of the United States of America or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any applicable insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization statute, make an assignment or insolvency proceeding or (VI) take corporate action for the benefit purpose of effecting any of the foregoing; (iii) If without the application, approval or consent of the Servicer, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Servicer an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator, custodian or similar entity with respect to the Servicer or of all or any substantial part of its creditorsassets, or voluntarily suspend payment other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Servicer in good faith, the same shall (A) result in the entry of an order for relief or any such adjudication or appointment or (B) continue undismissed or pending and unstayed for any period of seventy-five (75) consecutive days; (iv) The Servicer shall fail to perform any one or more of its obligationsobligations hereunder (other than the obligations set out in (i) above) and shall continue in default thereof for a period of sixty (60) days after the earlier of (x) notice by the Trustee or the Certificate Insurer of said failure or (y) actual knowledge of an officer of the Servicer; thenprovided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer; or (v) The 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 Owners or Certificate Insurer for a period of sixty (60) days after the Servicer's discovery or receipt of notice thereof; provided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer. (b) The Certificate Insurer may remove the Servicer upon the occurrence of any of the following events: (i) a Group I Total Available Funds Shortfall or a Group II Total Available Funds Shortfall; provided, however, that the Certificate Insurer shall have no right to remove the Servicer under this clause (i) if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that such event was due to circumstances beyond the control of the Servicer; (ii) the failure by the Servicer to make any required Servicing Advance; (iii) the failure by the Servicer to perform any one or more of its obligations hereunder, which failure materially and adversely affects the interests of the Certificate Insurer, and the continuance of such failure for a period of 30 days or such longer period as agreed to in each and every such case, so long as an Event of Servicing Termination shall not have been remedied writing by the Master ServicerCertificate Insurer. (iv) the failure by the Servicer to make any required Delinquency Advance or to pay any Compensating Interest; (v) if on any Payment Date the Pool Rolling Three Month Delinquency Rate exceeds 7.0%; (vi) if on any Payment Date occurring in September of any year, commencing in September 1997, the aggregate Pool Cumulative Realized Losses over the prior twelve month period exceed 2.0% of the average Pool Principal Balance as of the close of business on the last day of each of the twelve preceding Remittance Periods; or (a) if on any of the first 60 Payment Dates from the Startup Day the aggregate Pool Cumulative Expected Losses for all prior Remittance Periods since the Startup Day exceed 5.0% of the Pool Principal Balance as of the Cut-Off Date and (b) if on any Payment Date thereafter the aggregate Pool Cumulative Expected Losses for all prior Remittance Periods from the Startup Day exceed 6.5% of the Pool Principal Balance as of the Cut-Off Date, provided, however, with respect to clauses (v), (vi) and (vii), if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that any such event was due to circumstances beyond the control of the Servicer, such event shall not be considered an Event event of Servicing Termination specified termination of the Servicer. Upon the Trustee's determination that a required Delinquency Advance or payment of Compensating Interest has not been made by the Servicer, the Trustee shall so notify in writing an Authorized Officer of the Servicer and the Certificate Insurer as soon as is reasonably practical. (c) In the case of clauses (i) - ), (ii), (iii), (iv), above, either ) or (v) of Subsection (b) the Trustee, the Credit Enhancer or the Holders Owners of Investor Certificates evidencing Percentage Interests aggregating not less than 51%, 33 1/3% of the aggregate Class A Certificate Principal Balance (with the consent of the Certificate Insurer) by notice then given in writing to the Master Servicer (and a copy to the Trustee if given by the Credit Enhancer or the Holders of Investor CertificatesTrustee) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice ; provided, however, that the responsibilities and duties of the initial Servicer with respect to the Master Servicer repurchase of Mortgage Loans pursuant to Section 3.4 shall also be not terminate. The Trustee shall mail a copy of any notice given by it hereunder to each the Rating Agency and the Credit EnhancerAgencies. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall without further action pass to and be vested in the Trustee pursuant to and under (for this Section 8.01; purpose, the term includes an affiliate thereof) or such successor Servicer as may be appointed hereunder, and, without limitation, the Trustee is hereby authorized and empowered (which authority and power are coupled with an interest and are irrevocable) to execute and deliver, on behalf of the Master predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of or termination, whether to complete the transfer and endorsement of each the Mortgage Loan Loans and related documents, documents or otherwise. The Master predecessor Servicer agrees to shall cooperate with the successor Servicer or the Trustee in effecting the termination of the responsibilities and rights of the Master predecessor Servicer hereunder, including, without limitation, under this Agreement including the transfer to the successor Servicer or to the Trustee for the administration by it of all cash amounts accounts that shall at the time be held by the Master predecessor Servicer and to for deposit or shall thereafter be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the a Mortgage LoansLoan. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 8.20 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. (d) If any event described in subsections (a) or (b) above occurs and is continuing, during the 30 day period following receipt of notice, the Trustee and the Certificate Insurer shall cooperate with each other to determine if the occurrence of such event is more likely than not the result of the acts or omissions of the Servicer or more likely than not the result of events beyond the control of the Servicer. Notwithstanding If the foregoingTrustee and the Certificate Insurer conclude that the event is the result of the latter, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could the Servicer may not be prevented by terminated, unless and until some other event set forth in subsection (a) or (b) has occurred and is continuing. If the exercise Trustee and the Certificate Insurer conclude that the event is the result of reasonable diligence by the Master former, the Certificate Insurer may terminate the Servicer in accordance with this Section, and the Trustee shall act as successor Servicer. If the Trustee and the Certificate Insurer cannot agree, and the basis for such delay disagreement is not arbitrary or failure was caused by an act unreasonable, as to the cause of God the event, the decision of the Certificate Insurer shall control; provided, however, that if the Certificate Insurer decides to terminate the Servicer, the Trustee shall be relieved of its obligation to assume the servicing or to appoint a successor, which shall be the public enemy, acts exclusive obligation of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causesthe Certificate Insurer. The preceding sentence shall not relieve the Master Servicer from using Certificate Insurer agrees to use its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify inform the Trustee in writing of any Events materially adverse information regarding the Servicer's servicing activities that comes to the attention of Servicing Terminationthe Certificate Insurer from time to time.

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five one Business Days Day after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or Holders of Investor Certificates Bonds evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Bonds instruct otherwise; or (ii) Failure on the part of the Master Servicer or the Depositor duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer or Depositor set forth in the Certificates Bonds or in this Agreement, which failure continues unremedied for a period of 60 15 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or the Holders of Investor Certificates Bonds evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Bonds; orprovided, that a failure on the part of the Depositor to perform its obligations under Section 2.03 or 2.05 hereof shall not be subject to the 15 day cure period; (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or; (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; (v) The entry against the Depositor of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; (vi) The consent by the Depositor to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Depositor or of or relating to substantially all of its property; or the Depositor 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; (vii) Aggregate Realized Losses over any one twelve-month period exceed _____% of the Initial Pool Balance; (viii) The Three Month Rolling Delinquency Rate exceeds _____%; (ix) Cumulative Realized Losses exceed the following percentage of the Initial Pool Balance on any Payment Date as set forth below: Cumulative Realized Payment Date Loss Percentage ------------------- ------------------- 1st through __th ____% ___th through __th ____% __th through __th ____% __st and thereafter ____% (x) Redwood Trust, Inc. or its affiliates fail to pay any principal amount of at least $1,000,000 when due, subject to the applicable grace period, if any, specified in the agreement or other instrument relating to such debt and shall continue after the applicable grace period if the effect of such event is to accelerate the maturity and repayment of such debt before the stated maturity thereof; (xi) Redwood Trust, Inc. shall no longer own 100% of the Issuer either directly or indirectly; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Indenture Trustee, the Credit Enhancer Insurer or the Holders of Investor Certificates Bonds evidencing Percentage Interests aggregating not less more than 51%50% of the Outstanding Amount of the Bonds, in each case with the consent of the Insurer, by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer Insurer or the Holders of Investor CertificatesBonds) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit EnhancerInsurer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates Bonds or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 8.016.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' feesfees and expenses) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 6.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i6.01(i) for a period of ten one Business Days Day or under Section 8.01(ii6.01(ii) for a period of 60 Business Days15 days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods earthquakes or similar causesfloods. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Indenture Trustee, the TransferorDepositor, the Credit Enhancer Insurer and the Investor Bondholders and Residual Certificateholders with an Officers' Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and the Insurer in writing of any Events of Servicing Termination.

Events of Servicing Termination. If any one of the following events ("Events of Servicing TerminationEVENTS OF SERVICING TERMINATION") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account or Payment Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five one Business Days Day after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer or Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Notes; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates Notes or in this Agreement, which failure continues unremedied for a period of 60 thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%; or% of the Principal Balance of the Notes; (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Trustee, the Credit Enhancer Indenture Trustee or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 51%, 50% of the outstanding Note Balance of the Notes by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer or the Holders of Investor CertificatesNotes) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit EnhancerClass C Certificateholders. The Indenture Trustee shall not be deemed to have notice of an Event of Servicing Termination unless a Responsible Officer of the Indenture Trustee has actual knowledge, or has received written notice thereof. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 8.017.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master ServicerServicer and the Seller, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' feesfees and expenses) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 7.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. If such costs and expenses are not paid by the predecessor or initial Servicer, as applicable, such costs shall be paid out of the Trust Estate. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i7.01(i) for a period of ten one Business Days Day or under Section 8.01(ii7.01(ii) for a period of 60 Business Daysthirty (30) days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act event of God or the public enemyFORCE MAJEURE, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods earthquakes or similar causesfloods. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Indenture Trustee, the Transferor, the Credit Enhancer Depositor and the Investor Noteholders and Residual Certificateholders with an Officers' Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee in writing of any Events of Servicing Termination.

Events of Servicing Termination. (a) If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in deliver to the Collection Account Owner Trustee, the Indenture Trustee or the Securities Administrator any deposit proceeds or payment required to be made so delivered under the terms of the Notes and the Certificates and this Agreement which continues that shall continue unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given to is received by the Master Servicer by from the Owner Trustee, the Indenture Trustee or to the Securities Administrator or after discovery of such failure by an officer of the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%Servicer; or (ii) Failure on the part of the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of agreements, as the Master Servicer case may be, set forth in the Notes, the Certificates or in this Agreement, which failure continues shall (A) materially and adversely affect the rights of Noteholders or Certificateholders and (B) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given (1) to the Master Servicer by the Depositor or the Indenture Trustee or (2) to the Owner Trustee, the Indenture Trustee, the Securities Administrator and the Master Servicer and the Trustee by the Credit Enhancer or Noteholders of Notes evidencing not less than 25% of the Holders principal amount of Investor the Notes or, if no Notes are outstanding, by holders of Certificates evidencing Certificate Percentage Interests aggregating not less than at least 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver receiver, or liquidator for the Master Servicer in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities liabilities, or similar proceedings, or for the winding up or liquidation of its respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, conservator or receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities liabilities, or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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 obligationsobligations or become insolvent; thenthen the Indenture Trustee shall cause the Securities Administrator to promptly notify each Rating Agency, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), aboveremedied, either the Trustee, the Credit Enhancer Indenture Trustee or the Holders holders of Investor Notes evidencing not less than 25% of the Outstanding Amount of the Notes (or, if no Notes are Outstanding, Certificates evidencing Certificate Percentage Interests aggregating not less than at least 51%), by notice then given in writing to the Master Servicer (and to the Indenture Trustee, the Securities Administrator and the Owner Trustee if given by the Credit Enhancer or Noteholders and to the Holders of Investor CertificatesOwner Trustee if given by the Certificateholders and in each case with a copy to the Rating Agencies) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Mortgage Loans Trust Property or otherwise, shall pass to and be vested in the Securities Administrator (so long as the Person serving as the Securities Administrator is not also the Master Servicer), and otherwise in the Indenture Trustee pursuant to and or such Successor Master Servicer as may be appointed under this Section 8.017.2; and, without limitation, the Securities Administrator (so long as the Person serving as the Securities Administrator is not also the Master Servicer), the Indenture Trustee is and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan the Receivables and related documents, or otherwise. The . (b) Upon termination of the Master Servicer agrees to under Section 7.1(a), the predecessor Master Servicer shall cooperate with the Securities Administrator, the Indenture, the Owner Trustee and such Successor Master Servicer in effecting the termination of the responsibilities and rights of the predecessor Master Servicer hereunderunder this Agreement, including, without limitation, including the transfer to the Securities Administrator (so long as the Person serving as the Securities Administrator is not also the Master Servicer), and otherwise to the Indenture Trustee or such Successor Master Servicer for the administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer and to be deposited by it in the Collection AccountServicer, for deposit, or that have been deposited shall thereafter be received with respect to a Receivable and the delivery of the Receivable Files and the related accounts and records maintained by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage LoansServicer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Receivable Files to the successor Successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 7.1 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure . (c) Upon termination of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused under Section 7.1(a), the Successor Master Servicer, by an act acceptance of God or its appointment, agrees that the public enemyReceivables will continue to be serviced through their respective Receivables Servicing Agreements, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve unless the Master Servicer from using its best efforts applicable Receivables Servicing Agreement has been terminated pursuant to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Terminationconditions set forth therein.

Events of Servicing Termination. If any one of the following events ("each, an “Events of Servicing Termination"”) shall occur and be continuing: (i) Any any failure by the Master Servicer to deposit in the Collection Account, the Reinvestment Account, the Payment Account or the Revolving Period Funding Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which failure continues unremedied for two Business Days after the giving of written notice of any such failure to the Servicer by a Responsible Officer of the Indenture Trustee with actual knowledge thereof, or to the Servicer and the Indenture Trustee by the Insurer or the Holders of the Senior Class of Class A Notes or Certificates, as applicable, representing not less than 25% of the aggregate Class A Note Principal Balance or the Certificate Principal Balance of such Senior Class; (ii) the failure by the Servicer to make any required Servicing Advance, or, except as otherwise described in subclause (vi) below, the failure by the Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Servicer as set forth in this Agreement, in each case which failure materially and adversely affects the interests of the Class A Noteholders or the Insurer and continues unremedied for a period of 60 days 30 days, after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or by the Holders of Investor Certificates evidencing Percentage Interests aggregating the Senior Class of Class A Notes or Certificates, as applicable, representing not less than 25%; or% of the aggregate Class A Note Principal Balance or the Certificate Principal Balance of such Senior Class; (iii) The the entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The the Servicer shall voluntarily go into liquidation, consent by the Master Servicer to the appointment of a trustee, conservator, conservator or receiver or liquidator or similar person in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged, unbonded or unstayed for a period of 60 days; or the Master 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, creditors or voluntarily suspend payment of its obligations; (v) so long as IndyMac Bank, F.S.B. is the Servicer, any failure of the Seller to repurchase or substitute Eligible Substitute Mortgage Loans for Defective Mortgage Loans as required pursuant to the Mortgage Loan Purchase Agreement or this Agreement; or (vi) any breach by the Servicer of a representation or warranty made in Section 2.03 herein, which breach materially and adversely affects the interests of the Class A Noteholders or the Insurer and continues unremedied for a period of 30 days after the giving of written notice of such failure to the Servicer by the Indenture Trustee, or to the Servicer and the Indenture Trustee by the Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25% of the aggregate Class A Note Principal Balance (or such longer period, with the consent of the Insurer (which consent shall not be unreasonably withheld), as may be reasonably necessary to remedy such breach, provided that the Servicer has commenced and diligently pursues such remedy to completion); (vii) the most recent servicer ranking of the Servicer falls below “average” from Standard & Poor’s; (viii) the Six Month Rolling Average exceeds 5.00% of the Pool Principal Balance; or (ix) if, with respect to any Payment Date, cumulative Net Charge-Off Amounts through the end of the related Due Period as a percentage of the Cut-Off Date Pool Principal Balance is equal to less than the applicable percentage specified below: Months Following the Cumulative Net Charge-Off Amounts as a % of the Cut-Off Date Cut-Off Date Pool Principal Balance 49-60 3.00% 61 and greater 4.00% then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by within the Master Servicerapplicable grace period, with respect subject to an Event of Servicing Termination specified in (i) - (iv), above, either the Trusteesucceeding paragraph, the Credit Enhancer Indenture Trustee may and shall, at the direction of the Insurer or the Holders of Investor Certificates evidencing Percentage Interests aggregating Class A Notes representing not less than 51%% of the Class A Note Principal Balance (with the consent of the Insurer, so long as no Insurer Default exists), by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer or the Holders of Investor Certificates) may Class A Notes), terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency Agency, the Depositor, the Trust, the Insurer and the Credit EnhancerClass A Noteholders. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates Class A Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 8.017.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-in fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, documents or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees’ fees and expenses) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 7.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of the foregoingServicer hereunder, the Servicer shall be entitled to receive, on a delay in first in-first out basis, out of any late collection of a Monthly Payment on a Mortgage Loan that was due prior to the notice terminating the Servicer’s rights and obligations as the Servicer hereunder and received after such notice, that portion of the Servicing Fee thereof or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of any unreimbursed Servicing Termination if such delay or failure could not be prevented Advance made by the exercise terminated Servicer relating to such Mortgage Loan. In addition, upon the occurrence of reasonable diligence by any Trigger Event, as provided in the Master Insurance and Indemnity Agreement, and upon the direction of the Insurer in connection therewith, the Indenture Trustee shall terminate the rights and responsibilities of the Servicer hereunder and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master appoint a successor Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms provisions of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing TerminationSection 7.02.

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which failure continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Trustee, the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%% (with the consent of the Credit Enhancer), by notice then given in writing to the Master Servicer (and to the Trustee if given by the Credit Enhancer or the Holders of Investor Certificates) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, 57 64 shall pass to and be vested in the Trustee pursuant to and under this Section 8.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwiseother-wise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferorholder of the Transferor Interest, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Termination.

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which or to remit to the Indenture Trustee amounts required to be deposited to the Payment Account that continues unremedied either beyond the relevant Payment Date or for a period of five Business Days after the date upon which written when notice of such the failure shall have has been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 25%% of the Outstanding Amount; or (ii) Failure on the part of failure by the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates Notes or in this Agreement, which failure Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and continues unremedied for a period of 60 days after the date on which written notice of such the failure, requiring the same it to be remedied, and stating that such the notice is a "Notice of Default" hereunderunder this Agreement, shall have has been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 25%% of the Outstanding Amount; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating an Insolvency Event occurs with respect to the Master Servicer or of or relating to substantially all of its property; or the Master 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 obligationsServicer; then, and in each and every such case, so long as an until the Event of Servicing Termination shall not have has been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the TrusteeIndenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer Enhancer, or the Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 51%, % of the Outstanding Amount with the consent of the Credit Enhancer by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer or the Holders of Investor CertificatesNotes) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such This notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after From the receipt by the Master Servicer of such written the notice, all authority the rights and power obligations of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to this Section; and under this Section 8.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsdocuments, and to do or accomplish all other acts or things necessary or anything else appropriate to effect the purposes of such the notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities rights and rights obligations of the Master Servicer hereunderunder this Agreement, including, without limitation, including the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be are held by the Master Servicer and are to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter are subsequently received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such the succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon on presentation of reasonable documentation of such the costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i6.01(i) for a period of ten five or more Business Days or under Section 8.01(ii6.01(ii) for a period of 60 Business Daysor more days, shall not constitute an Event of Servicing Termination if such the delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such the delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods floods, or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor, the Transferor, the Credit Enhancer Enhancer, and the Investor Certificateholders Noteholders with an Officers' Certificate giving prompt notice of such its failure or delay by itdelay, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee in writing of any Events of Servicing Termination. In connection with the termination of the Master Servicer if any mortgage is registered on the MERS(R) System, then, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of mortgage in recordable form to transfer all the mortgages registered on the MERS(R) System from MERS to the Indenture Trustee and to execute and deliver any other notices and documents appropriate to effect a transfer of those mortgages or the servicing of the Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file the assignment in the appropriate recording office. The successor Master Servicer shall deliver the assignment to the Indenture Trustee promptly upon receipt of the original with evidence of recording on it or a copy certified by the public recording office in which the assignment was recorded.

Events of Servicing Termination. If any one of the following events ("Events of Servicing TerminationEVENTS OF SERVICING TERMINATION") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five one Business Days Day after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Notes instruct otherwise; or (ii) Failure on the part of the Master Servicer or the Sponsor duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer or Sponsor set forth in the Certificates Notes or in this Agreement, which failure continues unremedied for a period of 60 15 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Notes; orPROVIDED, that a failure on the part of the Sponsor to perform its obligations under Section 2.03 or 2.05 hereof shall not be subject to the 15 day cure period; (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or; (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; then; (v) The entry against the Sponsor of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Trustee, the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%, by notice then given in writing to the Master Servicer (and to the Trustee if given by the Credit Enhancer or the Holders of Investor Certificates) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 8.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented consecutive days; (vi) The consent by the exercise Sponsor to the appointment of reasonable diligence by a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer and such delay Sponsor or failure was caused by an act of God or relating to substantially all of its property; or the public enemySponsor shall admit in writing its inability to pay its debts generally as they become due, acts file a petition to take advantage of declared any applicable insolvency or undeclared warreorganization statute, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve make an assignment for the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description benefit of its efforts to so perform creditors, or voluntarily suspend payment of its obligations. ; (vii) Aggregate Realized Losses over any one twelve-month period exceed _____% of the Initial Pool Balance; (viii) The Master Servicer shall immediately notify Three Month Rolling Delinquency Rate exceeds _____%; (ix) Cumulative Realized Losses exceed the Trustee in writing following percentage of the Initial Pool Balance on any Events Payment Date as set forth below: Cumulative Realized Payment Date Loss Percentage ------------ ------------------- 1st through __th ____% ___th through __th ____% __th through __th ____% __st and thereafter ____% (x) GreenPoint Bank fails to maintain the capital standards established for "well capitalized" institutions under the prompt corrective action regulations issued pursuant to the Federal Deposit Insurance Corporation Improvement Act of Servicing Termination.1991, as amended;

Events of Servicing Termination. If any one of the following events ("Events of Servicing TerminationEVENTS OF SERVICING TERMINATION") shall occur and be continuing: (i) Any any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which that continues unremedied either beyond the relevant Payment Date or for a period of five [five] Business Days (or, if the Master Servicer is permitted to remit collections on a monthly basis pursuant to Section 3.02(b), [three] Business Days) after the date upon which written when notice of such the failure shall have has been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the [Credit Enhancer or or] Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 25%[25]% of the Outstanding Amount; or (ii) Failure on the part of failure by the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates Notes or in this Agreement, which failure Agreement that materially and adversely affects the interests of the Noteholders [or the Credit Enhancer] and continues unremedied for a period of 60 [60] days after the date on which written notice of such the failure, requiring the same it to be remedied, and stating that such the notice is a "Notice of Default" hereunderunder this Agreement, shall have has been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the [Credit Enhancer or the the] Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 25%[25]% of the Outstanding Amount; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating an Insolvency Event occurs with respect to the Master Servicer or of or relating to substantially all of its property; or the Master 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 obligationsServicer; then, and in each and every such case, so long as an until the Event of Servicing Termination shall not have has been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Indenture Trustee, [the Credit Enhancer Enhancer,] or the Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 51%, [51]% of the Outstanding Amount [with the consent of the Credit Enhancer] by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by [the Credit Enhancer or or] the Holders of Investor CertificatesNotes) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such This notice to the Master Servicer shall also be given to each Rating Agency Agency[, and the Credit Enhancer]. On or after From the receipt by the Master Servicer of such written the notice, all authority the rights and power obligations of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to this Section; and under this Section 8.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsdocuments, and to do or accomplish all other acts or things necessary or anything else appropriate to effect the purposes of such the notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities rights and rights obligations of the Master Servicer hereunderunder this Agreement, including, without limitation, including the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be are held by the Master Servicer and are to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter are subsequently received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such the succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon on presentation of reasonable documentation of such the costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i6.01(i) for a period of ten [five] or more Business Days or under Section 8.01(ii6.01(ii) for a period of 60 Business Days[60] or more days, shall not constitute an Event of Servicing Termination if such the delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such the delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods floods, or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor, the Transferor[, the Credit Enhancer Enhancer], and the Investor Certificateholders Noteholders with an Officers' Certificate giving prompt notice of such its failure or delay by itdelay, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee in writing of any Events of Servicing Termination. [In connection with the termination of the Master Servicer if any mortgage is registered on the MERS(R) System, then, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of mortgage in recordable form to transfer all the mortgages registered on the MERS(R) System from MERS to the Indenture Trustee and to execute and deliver any other notices and documents appropriate to effect a transfer of those mortgages or the servicing of the Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file the assignment in the appropriate recording office. The successor Master Servicer shall deliver the assignment to the Indenture Trustee promptly upon receipt of the original with evidence of recording on it or a copy certified by the public recording office in which the assignment was recorded.]

Events of Servicing Termination. If any one of the ------------------------------- following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days (or, if the Master Servicer is permitted to remit collections on a monthly basis pursuant to Section 3.02(b), three Business Days) after the date upon which written notice of such failure shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates of either Class evidencing Percentage Interests aggregating not less than 25%% of such Class; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which failure materially and adversely affects the interests of the Certificateholders or the Credit Enhancer and continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates of either Class evidencing Percentage Interests aggregating not less than 25%% of such Class; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - through (iv), above, either the Trustee, the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%% of all Classes of Investor Certificates with the consent of the Credit Enhancer, by notice then given in writing to the Master Servicer (and to the Trustee if given by the Credit Enhancer or the Holders of Investor Certificates) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 8.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Termination.

Events of Servicing Termination. (a) If any one of the following events ("Events Event of Servicing Termination") shall occur and be continuing: (i) Any The Master Servicer shall fail to deliver to the Indenture Trustee any proceeds or required payment, which failure by continues unremedied for five Business Days following written notice to an Authorized Officer of the Master Servicer to deposit in from the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates from Class A Noteholders evidencing Percentage Interests Interest aggregating not less than 25%; or. (ii) Failure on the part of the The Master Servicer duly to observe shall (I) apply for or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which failure continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trusteereceiver, conservatorIndenture Trustee, receiver liquidator or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities custodian or similar proceedings of entity with respect to itself or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall , (II) admit in writing its inability to pay its debts generally as they become due, (III) make a general assignment for the benefit of creditors, (IV) be adjudicated a bankrupt or insolvent, (V) commence a voluntary case under the federal bankruptcy laws of the United States of America or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any applicable insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization statute, make an assignment or insolvency proceeding or (VI) take corporate action for the benefit purpose of its creditorseffecting any of the foregoing; (iii) If without the application, approval or voluntarily suspend payment consent of its obligations; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Master Servicer an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a Indenture Trustee, receiver, liquidator or custodian or similar entity with respect to the Master Servicer or of all or any substantial part of its assets, or other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Master Servicer in good faith, the same shall (A) result in the entry of an Event order for relief or any such adjudication or appointment or (B) continue undismissed or pending and unstayed for any period of Servicing Termination specified in seventy-five (i75) - consecutive days; or (iv), above, either ) 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 A Noteholders or Insurer for a period of sixty (60) days after the Master Servicer's discovery or receipt of notice thereof from the Indenture Trustee, the Credit Enhancer Insurer, or the Holders of Investor Certificates Class A Noteholders evidencing Percentage Interests aggregating not less than 5125%; provided, by notice then given in writing to however, that if the Master Servicer (and can demonstrate to the Trustee if given by the Credit Enhancer or the Holders of Investor Certificates) may terminate all reasonable satisfaction of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 8.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Termination.Insurer that

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied either beyond the relevant Distribution Date or for a period of five [five] Business Days (or, if the Master Servicer is permitted to remit collections on a monthly basis pursuant to Section 3.02(b), [three] Business Days) after the date upon which written notice of such failure shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by [the Credit Enhancer or or] Holders of Investor Certificates of either Class evidencing Percentage Interests aggregating not less than 25%[25]% of such Class; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which failure materially and adversely affects the interests of the Certificateholders[or the Credit Enhancer] and continues unremedied for a period of 60 [60] days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by [or the Credit Enhancer or Enhancer] the Holders of Investor Certificates of either Class evidencing Percentage Interests aggregating not less than 25%[25]% of such Class; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 [60] consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - through (iv), above, either the Trustee[, the Credit Enhancer Enhancer] or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%[51]% of all Classes of Investor Certificates [with the consent of the Credit Enhancer, by notice then given in writing to the Master Servicer (and to the Trustee if given by [the Credit Enhancer or or] the Holders of Investor Certificates) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and Agency[and the Credit Enhancer]. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 8.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten [five] or more Business Days or under Section 8.01(ii) for a period of 60 Business Days[60] or more days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor[, the Credit Enhancer Enhancer,] and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Termination. [In connection with the termination of the Master Servicer if any Mortgage is registered on the MERS(R) System, then, either (i) the successor Master Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer all the Mortgages registered on the MERS(R) System from MERS to the Trustee and to execute and deliver any other notices and documents appropriate to effect a transfer of those Mortgages or the servicing of the Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file any such assignment in the appropriate recording office. The successor Master Servicer shall deliver the assignment to the Trustee or the Custodian promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which the assignment was recorded.]

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which or to remit to the Indenture Trustee amounts required to be deposited to the Payment Account that continues unremedied either beyond the relevant Payment Date or for a period of five Business Days (or, if the Master Servicer is permitted to remit collections on a monthly basis pursuant to Section 3.02(b), three Business Days) after the date upon which written when notice of such the failure shall have has been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 25%% of the Outstanding Amount of both Classes of Notes; or (ii) Failure on the part of failure by the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates Notes or in this Agreement, which failure Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and continues unremedied for a period of 60 days after the date on which written notice of such the failure, requiring the same it to be remedied, and stating that such the notice is a "Notice of Default" hereunderunder this Agreement, shall have has been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 25%% of the Outstanding Amount of both Classes of Notes; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating an Insolvency Event occurs with respect to the Master Servicer or of or relating to substantially all of its property; or the Master 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 obligationsServicer; then, and in each and every such case, so long as an until the Event of Servicing Termination shall not have has been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the TrusteeIndenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer Enhancer, or the Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 51%, % of the Outstanding Amount of both Classes of Notes with the consent of the Credit Enhancer by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer or the Holders of Investor CertificatesNotes) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such This notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after From the receipt by the Master Servicer of such written the notice, all authority the rights and power obligations of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to this Section; and under this Section 8.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsdocuments, and to do or accomplish all other acts or things necessary or anything else appropriate to effect the purposes of such the notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities rights and rights obligations of the Master Servicer hereunderunder this Agreement, including, without limitation, including the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be are held by the Master Servicer and are to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter are subsequently received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such the succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon on presentation of reasonable documentation of such the costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i6.01(i) for a period of ten five or more Business Days or under Section 8.01(ii6.01(ii) for a period of 60 Business Daysor more days, shall not constitute an Event of Servicing Termination if such the delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such the delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods floods, or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor, the Transferor, the Credit Enhancer Enhancer, and the Investor Certificateholders Noteholders with an Officers' Certificate giving prompt notice of such its failure or delay by itdelay, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee in writing of any Events of Servicing Termination. In connection with the termination of the Master Servicer if any mortgage is registered on the MERS(R) System, then, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of mortgage in recordable form to transfer all the mortgages registered on the MERS(R) System from MERS to the Indenture Trustee and to execute and deliver any other notices and documents appropriate to effect a transfer of those mortgages or the servicing of the Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file the assignment in the appropriate recording office. The successor Master Servicer shall deliver the assignment to the Indenture Trustee promxxxx xxxn receipt of the original with evidence of recording on it or a copy certified by the public recording office in which the assignment was recorded.

Events of Servicing Termination. (a) If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in deliver to the Collection Account Owner Trustee or the Indenture Trustee any deposit proceeds or payment required to be made so delivered under the terms of the Notes and the Certificates and this Agreement which continues that shall continue unremedied for a period of five (5) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer is received by the Servicer from the Owner Trustee or to the Master Servicer and Indenture Trustee or after discovery of such failure by an officer of the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%Servicer; or (ii) Failure on the part of the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of agreements, as the Master Servicer case may be, set forth in the Notes, the Certificates or in this Agreement, which failure continues shall (A) materially and adversely affect the rights of Noteholders or Certificateholders and (B) continue unremedied for a period of 60 ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given (1) to the Master Servicer by the Owner Trustee or the Indenture Trustee, or (2) to the Master Servicer Owner Trustee, the Indenture Trustee and the Trustee Servicer by the Credit Enhancer or the Holders Noteholders of Investor Certificates Notes evidencing Percentage Interests aggregating not less than 25%% of the principal amount of the Notes or, if no Notes are outstanding, by holders of Certificates evidencing not less than 25% of the Certificate Balance; or (iii) The So long as a depository institution is not the Servicer, the entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver receiver, or liquidator for the Servicer or, if Bear Stearns Asset Receivables Corp. is the Servicer, Bear Stearns Compaxxxx Inc. (or its successor in interest) in any insolvency, conservatorship, receivershipxxxxxxxncy, readjustment of debt, marshalling of assets and liabilities liabilities, or similar proceedings, or for the winding up or liquidation of its respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 sixty (60) consecutive days; or (iv) The So long as a depository institution is not the Servicer, the consent by the Master Servicer or, if Bear Stearns Asset Receivables Corp. is the Servicer, Bear Stearns Xxxxxxies Inc. (or its successor in interest) to the appointment xxxxxxxment of a trustee, conservator, conservator or receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities liabilities, or similar proceedings of or relating to the Master Servicer (or Bear Stearns Companies Inc. (or its successor in interest), as appxxxxxxx) of or relating to substantially all of its property; or the Master Servicer or, if Bear Stearns Asset Receivables Corp. is the Servicer, Bear Stearns Xxxxxxies Inc. (or its successor in interest) shall admit in axxxx xx 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 voluntary suspend payment of its obligationsobligations or become insolvent; thenthen the Indenture Trustee shall promptly notify each Rating Agency, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), aboveremedied, either the Trustee, the Credit Enhancer Indenture Trustee or the Holders holders of Investor Notes evidencing not less than 25% of the principal amount of the Notes Outstanding (or, if no Notes are Outstanding, Certificates evidencing Percentage Interests aggregating not less than at least 51%), by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Credit Enhancer or Noteholders and to the Holders of Investor CertificatesOwner Trustee if given by the Certificateholders) (with a copy to the Rating Agencies) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Mortgage Loans Trust Property or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and or such Successor Servicer as may be appointed under this Section 8.017.2; and, without limitation, the Indenture Trustee is and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the Master predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan the Receivables and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Termination.

Events of Servicing Termination. If The Master Servicer may terminate all of the rights and obligations of the Servicer under this Agreement if any one or more of the following events ("“Events of Servicing Termination"”) shall occur and be are continuing: (ia) Any any failure by the Servicer to deliver to the Purchaser or the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement payment, which failure continues unremedied for a period of five Business Days after the date upon which (x) written notice thereof is received by the Servicer or (y) discovery of such failure shall have been given to by an officer of the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; orServicer; (iib) Failure failure on the part of the Master Servicer to duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, herein which failure (i) materially and adversely affects the rights of the Purchaser or the Master Servicer and (ii) continues unremedied for a period of 60 ninety (90) days after (x) the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer or (y) discovery of such failure by an officer of the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; orServicer; (iiic) The the entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator for the Servicer, in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 ninety (90) consecutive days; or; (ivd) The the consent by the Master Servicer to the appointment of a trustee, conservator, conservator or receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities liabilities, or similar proceedings of or relating to the Master Servicer or GMAC of or relating to substantially all of its their respective property; or the Master Servicer GMAC 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, creditors or voluntarily suspend payment of its obligations; then, or (e) The Cumulative Net Losses as of any Distribution Date occurring in September prior to the Termination Date exceeds the “Cumulative Loss Trigger” negotiated by the Servicer and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Trustee, the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%, by notice then given in writing to the Master Servicer (and to the Trustee if given by the Credit Enhancer or the Holders of Investor Certificates) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 8.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Termination.

Events of Servicing Termination. (a) If any one of the following events ("Events Event of Servicing Termination") shall occur and be continuing: (i) Any The Master Servicer shall fail to deliver to the Indenture Trustee any proceeds or required payment, which failure by continues unremedied for five Business Days following written notice to an Authorized Officer of the Master Servicer to deposit in from the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates from Class A Noteholders evidencing Percentage Interests Interest aggregating not less than 25%; or. (ii) Failure on the part of the The Master Servicer duly to observe shall (I) apply for or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which failure continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trusteereceiver, conservatorIndenture Trustee, receiver liquidator or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities custodian or similar proceedings of entity with respect to itself or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall , (II) admit in writing its inability to pay its debts generally as they become due, (III) make a general assignment for the benefit of creditors, (IV) be adjudicated a bankrupt or insolvent, (V) commence a voluntary case under the federal bankruptcy laws of the United States of America or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any applicable insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization statute, make an assignment or insolvency proceeding or (VI) take corporate action for the benefit purpose of effecting any of the foregoing; (iii) If without the application, approval or consent of the Master Servicer, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Master Servicer an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a Indenture Trustee, receiver, liquidator or custodian or similar entity with respect to the Master Servicer or of all or any substantial part of its creditorsassets, or voluntarily suspend payment other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Master Servicer in good faith, the same shall (A) result in the entry of an order for relief or any such adjudication or appointment or (B) continue undismissed or pending and unstayed for any period of seventy-five (75) consecutive days; or (iv) The Master Servicer shall fail to cure any breach of any of its obligationsrepresentations and warranties set forth in Section 3.2 which materially and adversely affects the interests of the Class A Noteholders or Insurer for a period of sixty (60) days after the Master Servicer's discovery or receipt of notice thereof from the Indenture Trustee, the Insurer, or Class A Noteholders evidencing Percentage Interests aggregating not less than 25%; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Insurer that 53 62 it is diligently pursuing remedial action, then the cure period may be extended with the written consent of the Insurer. then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Indenture Trustee, the Credit Enhancer Insurer or the Holders of Investor Certificates Class A Noteholders evidencing Percentage Interests aggregating not less than 51%% in each case with the consent of the Insurer, or the Insurer, by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer or Insurer of the Holders of Investor CertificatesClass A Noteholders) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit EnhancerInsurer. On or and after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 8.01; 5.1 and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Note Account, or that have been deposited by the Master Servicer in the Collection Note Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 5.1 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i5.1(i) for a period of ten two Business Days or under Section 8.01(ii5.1(iv) for a period of 60 Business Daysdays, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Indenture Trustee, the TransferorSponsor, the Credit Enhancer Insurer and the Investor Certificateholders Noteholders with an Officers' Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and the Insurer in writing of any Events of Servicing Termination. (b) In addition to the foregoing, the Insurer may remove the Master Servicer upon the occurrence of an "Event of Servicing Termination" under the Insurance Agreement. (c) The Master Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual written consent of the Sponsor, the Master Servicer, the Insurer and the Indenture Trustee or upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer at the date of this Agreement. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect which shall be delivered to the Indenture Trustee and the Insurer. (d) No removal or resignation of the Master Servicer shall become effective until the Indenture Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities and obligations in accordance with this Section. (e) Upon removal or resignation of the Master Servicer, the Master Servicer also shall promptly deliver or cause to be delivered to a successor servicer or the Indenture Trustee all the books and records (including, without limitation, records kept in electronic form) that the Master Servicer has maintained for the Mortgage Loans, including all tax bills, assessment notices, insurance premium notices and all other documents as well as all original documents then in the Master Servicer's possession. (f) Any collections received by the Master Servicer after removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly and immediately to the Indenture Trustee or the successor Master Servicer. (g) Upon removal or resignation of the Master Servicer, the Indenture Trustee (x) may solicit bids for a successor servicer as described below, and (y) pending the appointment of a successor Master Servicer as a result of soliciting such bids, shall serve as Master Servicer. The Indenture Trustee shall, if it is unable to obtain a qualifying bid and is prevented by law from acting as Master Servicer, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution which has shareholders' equity of not less than $5,000,000, as determined in accordance with generally accepted accounting principles, and acceptable to the Insurer as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the aggregate Servicing Fees, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Sections 4.8 and 4.15; provided, however, that if the Indenture Trustee acts as successor Master Servicer then the Sponsor agrees to pay to the Indenture Trustee at such time that the Indenture Trustee becomes such successor Master Servicer a fee of twenty-five dollars ($25.00) for each Mortgage Loan then included in the Trust Estate. The Indenture Trustee shall be obligated to serve as

Events of Servicing Termination. (a) If any one of the following events ("Events Event of Servicing Termination") shall occur and be continuing: (i) Any The Master Servicer shall fail to deliver to the Indenture Trustee any proceeds or required payment, which failure by continues unremedied for three Business Days following written notice to an Authorized Officer of the Master Servicer to deposit in from the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee or to from the Master Servicer and the Trustee by the Credit Enhancer Insurer or Holders of Investor Certificates Noteholders evidencing Percentage Interests aggregating not less than 25%; or. (ii) Failure on the part of the The Master Servicer duly to observe shall (I) apply for or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which failure continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trusteereceiver, conservatorIndenture Trustee, receiver liquidator or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities custodian or similar proceedings of entity with respect to itself or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall , (II) admit in writing its inability to pay its debts generally as they become due, (III) make a general assignment for the benefit of creditors, (IV) be adjudicated a bankrupt or insolvent, (V) commence a voluntary case under the federal bankruptcy laws of the United States of America or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any applicable insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization statute, make an assignment or insolvency proceeding or (VI) take corporate action for the benefit purpose of effecting any of the foregoing. (iii) If without the application, approval or consent of the Master Servicer, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Master Servicer an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a Indenture Trustee, receiver, liquidator or custodian or similar entity with respect to the Master Servicer or of all or any substantial part of its creditorsassets, or voluntarily suspend payment other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Master Servicer in good faith, the same shall (A) result in the entry of an order for relief or any such adjudication or appointment or (B) continue undismissed or pending and unstayed for any period of seventy-five (75) consecutive days; or (iv) The Master Servicer shall fail to cure any breach of any of its obligationsrepresentations and warranties set forth in Section 3.2 or perform any covenants hereunder, which failure materially and adversely affects the interests of the Noteholders or Insurer for a period of 30 days after the Master Servicer's discovery or receipt of notice thereof from the Indenture Trustee, the Insurer, or Noteholders evidencing not less than 25% of the Note Balance; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written consent of the Insurer. (v) The Master Servicer shall fail to make any required Servicing Advance which failure continues for thirty (30) days or more after written notice from the Insurer if such failure has a material and adverse affect on Net Liquidation Proceeds, in the sole determination of the Insurer. then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Trustee, the Credit Enhancer Indenture Trustee or the Holders of Investor Certificates Noteholders evidencing Percentage Interests aggregating not less than 51%% of the Note Balance in each case with the written consent of the Insurer, or the Insurer, by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer or Insurer of the Holders of Investor CertificatesNoteholders) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 8.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Termination.this

Events of Servicing Termination. (a) If any one of the following events ("“Events of Servicing Termination"”) shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in deliver to the Collection Account Indenture Trustee any deposit payment required to be made so delivered by the Servicer under the terms of this Agreement which continues that shall continue unremedied for a period of five ten (10) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer is received by the Servicer from the Owner Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%Indenture Trustee; or (ii) Failure on the part of the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of agreements, as the Master Servicer case may be, set forth in the Certificates or in this Agreement, which failure continues shall (A) materially and adversely affect the rights of Noteholders or Certificateholders and (B) continue unremedied for a period of 60 ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given (1) to the Master Servicer by the Owner Trustee or the Indenture Trustee or (2) to the Master Servicer Owner Trustee, the Indenture Trustee and the Trustee Servicer by the Credit Enhancer or Noteholders of Notes evidencing not less than a majority of the Holders principal amount of Investor the Outstanding Notes or, if no Notes are Outstanding, by holders of Certificates evidencing Percentage Interests aggregating not less than 25%at least a majority; or (iii) The So long as a depository institution is not the Servicer, the entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver receiver, or liquidator for the Servicer or, if Gxxxxxx Sxxxx Mortgage Company is the Servicer, Gxxxxxx Sachs Real Estate Funding Corp. (or its successor in interest) in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities liabilities, or similar proceedings, or for the winding up or liquidation of its respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 ninety (90) consecutive days; or (iv) The So long as a depository institution is not the Servicer, the consent by the Master Servicer or, if Gxxxxxx Sxxxx Mortgage Company is the Servicer, Gxxxxxx Sachs Real Estate Funding Corp. (or its successor in interest) to the appointment of a trustee, conservator, conservator or receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities liabilities, or similar proceedings of or relating to the Master Servicer (or Gxxxxxx Sxxxx Real Estate Funding Corp. (or its successor in interest), as applicable) of or relating to substantially all of its property; or the Master Servicer or, if Gxxxxxx Sachs Mortgage Company is the Servicer, Gxxxxxx Sxxxx Real Estate Funding Corp. (or its successor in interest) 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 obligationsobligations or become insolvent; thenthen the Indenture Trustee shall promptly notify each Rating Agency, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), aboveremedied, either the Trustee, the Credit Enhancer Indenture Trustee or the Holders holders of Investor Notes evidencing not less than a majority of the principal amount of the Notes Outstanding (or, if no Notes are Outstanding, Certificates evidencing Percentage Interests aggregating not less than 51%at least a majority), by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Credit Enhancer or Noteholders and to the Holders of Investor CertificatesOwner Trustee if given by the Certificateholders and in each case with a copy to the Rating Agencies) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Mortgage Loans Trust Property or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and or such Successor Servicer as may be appointed under this Section 8.017.2; and, without limitation, the Indenture Trustee is and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the Master predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan the Receivables and related documents, or otherwise. The Master Notwithstanding the foregoing, a delay or failure of performance referred to under clauses (i) and (ii) above for a period of 150 days will not constitute an Event of Servicing Termination if such delay or failure was caused by force majeure or other similar occurrence. (b) Upon termination of the Servicer agrees to under Section 7.1(a), the predecessor Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Master predecessor Servicer hereunderunder this Agreement, including, without limitation, including the transfer to the Indenture Trustee or such Successor Servicer for the administration by it of all cash amounts that shall at the time be held by the Master predecessor Servicer and to be deposited by it in the Collection Accountfor deposit, or that have been deposited by the Master Servicer in the Collection Account or shall thereafter be received by the Master Servicer with respect to a Receivable and the Mortgage Loansdelivery of the Receivable Files and the related accounts and records to the extent maintained by the Servicer. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with transferring the Mortgage Receivable Files to the successor Master Successor Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 7.1 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding To the foregoingextent such costs and expenses are not paid by the predecessor servicer, a delay in or failure such costs and expenses shall be paid by the Issuer. (c) Upon termination of performance the Servicer under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days7.1(a), the Successor Servicer shall not constitute an Event of service the Ford Credit Receivables, the Huntington Receivables and the OSB Receivables through the applicable Receivables Servicing Termination if such delay or failure could not be prevented by Agreement, unless the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts applicable Receivables Servicing Agreement has been terminated pursuant to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Terminationconditions set forth therein.

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which that continues unremedied either beyond the relevant Payment Date or for a period of five Business Days (or, if the Master Servicer is permitted to remit collections on a monthly basis pursuant to Section 3.02(b), three Business Days) after the date upon which written when notice of such the failure shall have has been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 25%% of the Outstanding Amount; or (ii) Failure on the part of failure by the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates Notes or in this Agreement, which failure Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and continues unremedied for a period of 60 days after the date on which written notice of such the failure, requiring the same it to be remedied, and stating that such the notice is a "Notice of Default" hereunderunder this Agreement, shall have has been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 25%% of the Outstanding Amount; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating an Insolvency Event occurs with respect to the Master Servicer or of or relating to substantially all of its property; or the Master 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 obligationsServicer; then, and in each and every such case, so long as an until the Event of Servicing Termination shall not have has been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Indenture Trustee, the Credit Enhancer Enhancer, or the Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 51%, % of the Outstanding Amount with the consent of the Credit Enhancer by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer or the Holders of Investor CertificatesNotes) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such This notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after From the receipt by the Master Servicer of such written the notice, all authority the rights and power obligations of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to this Section; and under this Section 8.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsdocuments, and to do or accomplish all other acts or things necessary or anything else appropriate to effect the purposes of such the notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities rights and rights obligations of the Master Servicer hereunderunder this Agreement, including, without limitation, including the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be are held by the Master Servicer and are to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter are subsequently received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such the succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon on presentation of reasonable documentation of such the costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i6.01(i) for a the period of ten Business Days time specified in that subsection or under Section 8.01(ii6.01(ii) for a the period of 60 Business Daystime specified in that subsection, shall not constitute an Event of Servicing Termination if such the delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such the delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods floods, or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor, the Transferor, the Credit Enhancer Enhancer, and the Investor Certificateholders Noteholders with an Officers' Certificate giving prompt notice of such its failure or delay by itdelay, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee in writing of any Events of Servicing Termination. In connection with the termination of the Master Servicer if any mortgage is registered on the MERS(R) System, then, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of mortgage in recordable form to transfer all the mortgages registered on the MERS(R) System from MERS to the Indenture Trustee and to execute and deliver any other notices and documents appropriate to effect a transfer of those mortgages or the servicing of the Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file the assignment in the appropriate recording office. The successor Master Servicer shall deliver the assignment to the Indenture Trustee promptly upon receipt of the original with evidence of recording on it or a copy certified by the public recording office in which the assignment was recorded.

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which failure continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Trustee, the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%, by notice then given in writing to the Master Servicer (and to the Trustee if given by the Credit Enhancer or the Holders of Investor Certificates) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 8.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Termination.of

Events of Servicing Termination. (a) If any one of the following events ("“Events of Servicing Termination"”) shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in deliver to the Collection Account Owner Trustee, the Indenture Trustee or the Securities Administrator any deposit proceeds or payment required to be made so delivered under the terms of the Notes and the Certificates and this Agreement which continues that shall continue unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given to is received by the Master Servicer by from the Owner Trustee, the Indenture Trustee or to the Securities Administrator or after discovery of such failure by an officer of the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%Servicer; or (ii) Failure on the part of the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of agreements, as the Master Servicer case may be, set forth in the Notes, the Certificates or in this Agreement, which failure continues shall (A) materially and adversely affect the rights of Noteholders or Certificateholders and (B) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given (1) to the Master Servicer by the Depositor or the Indenture Trustee or (2) to the Owner Trustee, the Indenture Trustee, the Securities Administrator and the Master Servicer and the Trustee by the Credit Enhancer or Noteholders of Notes evidencing not less than 25% of the Holders Outstanding Amount of Investor the Notes or, if no Notes are Outstanding, by holders of Certificates evidencing Certificate Percentage Interests aggregating not less than at least 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver receiver, or liquidator for the Master Servicer in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities liabilities, or similar proceedings, or for the winding up or liquidation of its respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, conservator or receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities liabilities, or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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 obligationsobligations or become insolvent; thenthen the Indenture Trustee, or the Securities Administrator on its behalf, shall promptly notify each Rating Agency, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), aboveremedied, either the Trustee, the Credit Enhancer Indenture Trustee or the Holders holders of Investor Notes evidencing not less than 25% of the Outstanding Amount of the Notes (or, if no Notes are Outstanding, Certificates evidencing Certificate Percentage Interests aggregating not less than at least 51%), by notice then given in writing to the Master Servicer (and to the Indenture Trustee, the Securities Administrator and the Owner Trustee if given by the Credit Enhancer or Noteholders and to the Holders of Investor CertificatesOwner Trustee and the Indenture Trustee if given by the Certificateholders and in each case with a copy to the Rating Agencies) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Mortgage Loans Trust Property or otherwise, shall pass to and be vested in the Securities Administrator (so long as the Person serving as the Securities Administrator is not also the Master Servicer), and otherwise in the Indenture Trustee pursuant to and or such Successor Master Servicer as may be appointed under this Section 8.017.2; and, without limitation, the Securities Administrator (so long as the Person serving as the Securities Administrator is not also the Master Servicer), the Indenture Trustee is and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan the Receivables and related documents, or otherwise. The . (b) Upon termination of the Master Servicer agrees to under Section 7.1(a), the predecessor Master Servicer shall cooperate with the Securities Administrator, the Indenture Trustee, the Owner Trustee and such Successor Master Servicer in effecting the termination of the responsibilities and rights of the predecessor Master Servicer hereunderunder this Agreement, including, without limitation, including the transfer to the Securities Administrator (so long as the Person serving as the Securities Administrator is not also the Master Servicer), and otherwise to the Indenture Trustee or such Successor Master Servicer for the administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer and to be deposited by it in the Collection AccountServicer, for deposit, or that have been deposited shall thereafter be received with respect to a Receivable and the delivery of the Receivable Files and the related accounts and records maintained by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage LoansServicer. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with transferring the Mortgage Receivable Files to the successor Successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 7.1 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure . (c) Upon termination of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused under Section 7.1(a), the Successor Master Servicer, by an act acceptance of God or its appointment, agrees that the public enemyReceivables will continue to be serviced through their respective Receivables Servicing Agreements, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve unless the Master Servicer from using its best efforts applicable Receivables Servicing Agreement has been terminated pursuant to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Terminationconditions set forth therein.

Events of Servicing Termination. If any one of the following events ("“Events of Servicing Termination"”) shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account or Distribution Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five one Business Days Day after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Notes instruct otherwise; or (ii) Failure on the part of the Master Servicer or the Sponsor duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer or Sponsor set forth in the Certificates Notes or in this Agreement, which failure continues unremedied for a period of 60 thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "“Notice of Default" ” hereunder, shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Notes; orprovided, that a failure on the part of the Originator to perform its obligations under Section 2.03 or 2.05 hereof shall not be subject to the five day cure period; (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or; (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; (v) The entry against the Sponsor of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; (vi) The consent by the Sponsor to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Sponsor or of or relating to substantially all of its property; or the Sponsor 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; (vii) The Three Month Rolling Delinquency Rate exceeds 5.25%; (viii) Cumulative Realized Losses exceed the following percentage of the Initial Pool Balance on any Payment Date as set forth below: 1st through 12th 1.50% 13th through 24th 2.75% 25th through 36th 4.00% 37st through 48th 5.00% 49th and thereafter 6.00% (ix) GreenPoint Bank fails to maintain the capital standards established for “well capitalized” institutions under the prompt corrective action regulations issued pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended; (x) GreenPoint Bank, GreenPoint Financial Corp. or its affiliates fail to pay any principal amount of at least $1,000,000 when due, subject to the applicable grace period, if any, specified in the agreement or other instrument relating to such debt and shall continue after the applicable grace period if the effect of such event is to accelerate the maturity and repayment of such debt before the stated maturity thereof; (xi) GreenPoint Bank shall no longer own 100% of the Servicer either directly or indirectly; (xii) GreenPoint Bank shall sell the servicing platform of the Servicer to a Person not affiliated with GreenPoint Bank who is not acceptable to the Insurer; (xiii) A subservicer is contracted to service loans in securitizations sponsored by the Sponsor and insured by the Insurer and such subservicer is not acceptable to the Insurer; (xiv) Any failure by the Servicer to obtain the prior written consent of the Insurer prior to the merger or consolidation of the Servicer with, or the acquisition of the Servicer by, any entity that is not 100% owned, directly or indirectly, by GreenPoint Financial Corp. (other than as a result of the merger with North Fork Bancorporation); (xv) Any governmental authority, including the Federal Deposit Insurance Corporation or any other governmental authority with regulatory powers over the GreenPoint Bank, GreenPoint Financial Corp. or its affiliates, shall take any mandatory or discretionary supervisory action against the GreenPoint Bank, GreenPoint Financial Corp. or its affiliates, including, without limitation, by cease and desist order, memorandum or understanding, capital directive or directive to take prompt corrective action, which action, in the reasonable opinion of the Insurer, would have a material adverse impact on (A) the business, operations or financial condition of the GreenPoint Bank or the Servicer or (B) the ability of GreenPoint Bank or the Servicer to perform its obligations under any transaction document to which it is a party; or (xvi) GreenPoint Bank’s credit ratings fall below investment grade by Xxxxx’x or S&P; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Indenture Trustee, the Credit Enhancer Insurer or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 51%50% of the Outstanding Amount of the Notes, in each case with the consent of the Insurer, by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer Insurer or the Holders of Investor CertificatesNotes) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency Agency, the Class B Certificateholders and the Credit EnhancerInsurer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 8.016.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master ServicerServicer and the Originator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees’ fees and expenses) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 6.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i6.01(i) for a period of ten one Business Days Day or under Section 8.01(ii6.01(ii) for a period of 60 Business Daysthirty (30) days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods earthquakes or similar causesfloods. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Indenture Trustee, the TransferorSponsor, the Credit Enhancer Insurer and the Investor Noteholders and Residual Certificateholders with an Officers' Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and the Insurer in writing of any Events of Servicing Termination.

Events of Servicing Termination. If (a) The Trustee or the Certificate Insurer (or the Owners pursuant to Section 6.11 hereof) may remove the Servicer (including any one successor entity serving as the Servicer) upon the occurrence of any of the following events ("Events of Servicing Termination") shall occur and be continuingevents: (i) Any failure by the Master The Servicer shall fail to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given deliver to the Master Servicer by the Trustee any proceeds or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreementrequired payment, which failure continues unremedied for a period of 60 days after the date on which five Business Days following written notice to an Authorized Officer of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by from the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; orfrom any Owner; (iiiii) The entry against the Master Servicer of a decree shall (i) apply for or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a receiver, trustee, conservator, receiver liquidator or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities custodian or similar proceedings of entity with respect to itself or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall , (II) admit in writing its inability to pay its debts generally as they become due, (III) make a general assignment for the benefit of creditors, (IV) be adjudicated a bankrupt or insolvent, (V) commence a voluntary case under the federal bankruptcy laws of the United States of America or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any applicable insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization statute, make an assignment or insolvency proceeding or (VI) take corporate action for the benefit purpose of effecting any of the foregoing; (iii) If without the application, approval or consent of the Servicer, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Servicer an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator, custodian or similar entity with respect to the Servicer or of all or any substantial part of its creditorsassets, or voluntarily suspend payment other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Servicer in good faith, the same shall (A) result in the entry of an order for relief or any such adjudication or appointment or (B) continue undismissed or pending and unstayed for any period of seventy-five (75) consecutive days; (iv) The Servicer shall fail to perform any one or more of its obligationsobligations hereunder (other than the obligations set out in (i) above) and shall continue in default thereof for a period of sixty (60) days after the earlier of (x) notice by the Trustee or the Certificate Insurer of said failure or (y) actual knowledge of an officer of the Servicer; thenprovided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer; or (v) The 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 Owners or Certificate Insurer for a period of sixty (60) days after the Servicer's discovery or receipt of notice thereof; provided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer. (b) The Certificate Insurer may remove the Servicer upon the occurrence of any of the following events: (i) a Group I Total Available Funds Shortfall or a Group II Total Available Funds Shortfall; provided, however, that the Certificate Insurer shall have no right to remove the Servicer under this clause (i) if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that such event was due to circumstances beyond the control of the Servicer; (ii) the failure by the Servicer to make any required Servicing Advance; (iii) the failure by the Servicer to perform any one or more of its obligations hereunder, which failure materially and adversely affects the interests of the Certificate Insurer, and the continuance of such failure for a period of 30 days or such longer period as agreed to in each and every such case, so long as an Event of Servicing Termination shall not have been remedied writing by the Master ServicerCertificate Insurer. (iv) the failure by the Servicer to make any required Delinquency Advance or to pay any Compensating Interest; (v) if on any Payment Date the Pool Rolling Three Month Delinquency Rate exceeds 7.0%; (vi) if on any Payment Date occurring in December of any year, commencing in December 1998, the aggregate Pool Cumulative Realized Losses over the prior twelve month period exceed 2.0% of the average Pool Principal Balance as of the close of business on the last day of each of the twelve preceding Remittance Periods; or (a) if on any of the first 60 Payment Dates from the Startup Day the aggregate Pool Cumulative Expected Losses for all prior Remittance Periods since the Startup Day exceed 5.0% of the Pool Principal Balance as of the Cut-Off Date and (b) if on any Payment Date thereafter the aggregate Pool Cumulative Expected Losses for all prior Remittance Periods from the Startup Day exceed 6.5% of the Pool Principal Balance as of the Cut-Off Date, provided, however, with respect to clauses (v), (vi) and (vii), if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that any such event was due to circumstances beyond the control of the Servicer, such event shall not be considered an Event event of Servicing Termination specified termination of the Servicer. Upon the Trustee's determination that a required Delinquency Advance or payment of Compensating Interest has not been made by the Servicer, the Trustee shall so notify in writing an Authorized Officer of the Servicer and the Certificate Insurer as soon as is reasonably practical. (c) In the case of clauses (i) - ), (ii), (iii), (iv), above, either ) or (v) of Subsection (b) the Trustee, the Credit Enhancer or the Holders Owners of Investor Certificates evidencing Percentage Interests aggregating not less than 51%, 33 1/3% of the aggregate Class A Certificate Principal Balance (with the consent of the Certificate Insurer) by notice then given in writing to the Master Servicer (and a copy to the Trustee if given by the Credit Enhancer or the Holders of Investor CertificatesTrustee) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice ; provided, however, that the responsibilities and duties of the initial Servicer with respect to the Master Servicer repurchase of Mortgage Loans pursuant to Section 3.4 shall also be not terminate. The Trustee shall mail a copy of any notice given by it hereunder to each the Rating Agency and the Credit EnhancerAgencies. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall without further action pass to and be vested in the Trustee pursuant to and under (for this Section 8.01; purpose, the term includes an affiliate thereof) or such successor Servicer as may be appointed hereunder, and, without limitation, the Trustee is hereby authorized and empowered (which authority and power are coupled with an interest and are irrevocable) to execute and deliver, on behalf of the Master predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of or termination, whether to complete the transfer and endorsement of each the Mortgage Loan Loans and related documents, documents or otherwise. The Master predecessor Servicer agrees to shall cooperate with the successor Servicer or the Trustee in effecting the termination of the responsibilities and rights of the Master predecessor Servicer hereunder, including, without limitation, under this Agreement including the transfer to the successor Servicer or to the Trustee for the administration by it of all cash amounts accounts that shall at the time be held by the Master predecessor Servicer and to for deposit or shall thereafter be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the a Mortgage LoansLoan. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 8.20 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. (d) If any event described in subsections (a) or (b) above occurs and is continuing, during the 30 day period following receipt of notice, the Trustee and the Certificate Insurer shall cooperate with each other to determine if the occurrence of such event is more likely than not the result of the acts or omissions of the Servicer or more likely than not the result of events beyond the control of the Servicer. Notwithstanding If the foregoingTrustee and the Certificate Insurer conclude that the event is the result of the latter, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could the Servicer may not be prevented by terminated, unless and until some other event set forth in subsection (a) or (b) has occurred and is continuing. If the exercise Trustee and the Certificate Insurer conclude that the event is the result of reasonable diligence by the Master former, the Certificate Insurer may terminate the Servicer in accordance with this Section, and the Trustee shall act as successor Servicer. If the Trustee and the Certificate Insurer cannot agree, and the basis for such delay disagreement is not arbitrary or failure was caused by an act unreasonable, as to the cause of God the event, the decision of the Certificate Insurer shall control; provided, however, that if the Certificate Insurer decides to terminate the Servicer, the Trustee shall be relieved of its obligation to assume the servicing or to appoint a successor, which shall be the public enemy, acts exclusive obligation of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causesthe Certificate Insurer. The preceding sentence shall not relieve the Master Servicer from using Certificate Insurer agrees to use its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify inform the Trustee in writing of any Events materially adverse information regarding the Servicer's servicing activities that comes to the attention of Servicing Terminationthe Certificate Insurer from time to time.

Events of Servicing Termination. If any one of the following events ("“Events of Servicing Termination"”) shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account or Distribution Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five one Business Days Day after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Notes instruct otherwise; or (ii) Failure on the part of the Master Servicer or the Sponsor duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer or Sponsor set forth in the Certificates Notes or in this Agreement, which failure continues unremedied for a period of 60 thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "“Notice of Default" ” hereunder, shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Notes; orprovided, that a failure on the part of the Originator to perform its obligations under Section 2.03 or 2.05 hereof shall not be subject to the five day cure period; (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or; (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; (v) The entry against the Sponsor of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; (vi) The consent by the Sponsor to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Sponsor or of or relating to substantially all of its property; or the Sponsor 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; (vii) The Three Month Rolling Delinquency Rate exceeds 5.25%; (viii) Cumulative Realized Losses exceed the following percentage of the Initial Pool Balance on any Payment Date as set forth below: 1st through 12th 1.50 % 13th through 24th 2.75 % 25th through 36th 4.00 % 37st through 48th 5.00 % 49th and thereafter 6.00 % (ix) GreenPoint Bank fails to maintain the capital standards established for “well capitalized” institutions under the prompt corrective action regulations issued pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended; (x) GreenPoint Bank, GreenPoint Financial Corp. or its affiliates fail to pay any principal amount of at least $1,000,000 when due, subject to the applicable grace period, if any, specified in the agreement or other instrument relating to such debt and shall continue after the applicable grace period if the effect of such event is to accelerate the maturity and repayment of such debt before the stated maturity thereof; (xi) GreenPoint Bank shall no longer own 100% of the Servicer either directly or indirectly; (xii) GreenPoint Bank shall sell the servicing platform of the Servicer to a Person not affiliated with the Bank who is not acceptable to the Insurer; (xiii) A subservicer is contracted to service loans in securitizations sponsored by the Sponsor and insured by the Insurer and such subservicer is not acceptable to the Insurer; (xiv) Any failure by the Servicer to obtain the prior written consent of the Insurer prior to the merger or consolidation of the Servicer with, or the acquisition of the Servicer by, any entity that is not 100% owned, directly or indirectly, by GreenPoint Financial Corp. (xv) Any governmental authority, including the Federal Deposit Insurance Corporation or any other governmental authority with regulatory powers over the GreenPoint Bank, GreenPoint Financial Corp. or its affiliates, shall take any mandatory or discretionary supervisory action against the GreenPoint Bank, GreenPoint Financial Corp. or its affiliates, including, without limitation, by cease and desist order, memorandum or understanding, capital directive or directive to take prompt corrective action, which action, in the reasonable opinion of the Insurer, would have a material adverse impact on (A) the business, operations or financial condition of the GreenPoint Bank or the Servicer or (B) the ability of GreenPoint Bank or the Servicer to perform its obligations under any transaction document to which it is a party; or (xvi) GreenPoint Bank’s credit ratings fall below investment grade by Xxxxx’x or S&P; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Indenture Trustee, the Credit Enhancer Insurer or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 51%50% of the Outstanding Amount of the Notes, in each case with the consent of the Insurer, by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer Insurer or the Holders of Investor CertificatesNotes) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency Agency, the Class B Certificateholders and the Credit EnhancerInsurer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 8.016.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees’ fees and expenses) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 6.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i6.01(i) for a period of ten one Business Days Day or under Section 8.01(ii6.01(ii) for a period of 60 Business Daysthirty (30) days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods earthquakes or similar causesfloods. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Indenture Trustee, the TransferorSponsor, the Credit Enhancer Insurer and the Investor Noteholders and Residual Certificateholders with an Officers' Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and the Insurer in writing of any Events of Servicing Termination.

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which or to remit to the Indenture Trustee amounts required to be deposited to the Payment Account that continues unremedied either beyond the relevant Payment Date or for a period of five Business Days (or, if the Master Servicer is permitted to remit collections on a monthly basis pursuant to Section 3.02(b), three Business Days) after the date upon which written when notice of such the failure shall have has been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 25%% of the Outstanding Amount of both Classes of Notes; or (ii) Failure on the part of failure by the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates Notes or in this Agreement, which failure Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and continues unremedied for a period of 60 days after the date on which written notice of such the failure, requiring the same it to be remedied, and stating that such the notice is a "Notice of Default" hereunderunder this Agreement, shall have has been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 25%% of the Outstanding Amount of both Classes of Notes; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating an Insolvency Event occurs with respect to the Master Servicer or of or relating to substantially all of its property; or the Master 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 obligationsServicer; then, and in each and every such case, so long as an until the Event of Servicing Termination shall not have has been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the TrusteeIndenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer Enhancer, or the Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 51%, % of the Outstanding Amount of both Classes of Notes with the consent of the Credit Enhancer by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer or the Holders of Investor CertificatesNotes) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such This notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after From the receipt by the Master Servicer of such written the notice, all authority the rights and power obligations of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to this Section; and under this Section 8.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsdocuments, and to do or accomplish all other acts or things necessary or anything else appropriate to effect the purposes of such the notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities rights and rights obligations of the Master Servicer hereunderunder this Agreement, including, without limitation, including the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be are held by the Master Servicer and are to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter are subsequently received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such the succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon on presentation of reasonable documentation of such the costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i6.01(i) for a period of ten five or more Business Days or under Section 8.01(ii6.01(ii) for a period of 60 Business Daysor more days, shall not constitute an Event of Servicing Termination if such the delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such the delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods floods, or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor, the Transferor, the Credit Enhancer Enhancer, and the Investor Certificateholders Noteholders with an Officers' Certificate giving prompt notice of such its failure or delay by itdelay, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee in writing of any Events of Servicing Termination. In connection with the termination of the Master Servicer if any mortgage is registered on the MERS(R) System, then, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of mortgage in recordable form to transfer all the mortgages registered on the MERS(R) System from MERS to the Indenture Trustee and to execute and deliver any other notices and documents appropriate to effect a transfer of those mortgages or the servicing of the Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file the assignment in the appropriate recording office. The successor Master Servicer shall deliver the assignment to the Indenture Trustee proxxxxx xxon receipt of the original with evidence of recording on it or a copy certified by the public recording office in which the assignment was recorded.

Events of Servicing Termination. (a) If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in deliver to the Collection Account Indenture Trustee any deposit payment required to be made so delivered by the Servicer under the terms of this Agreement which continues that shall continue unremedied for a period of five ten (10) Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer is received by the Servicer from the Owner Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%Indenture Trustee; or (ii) Failure on the part of the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of agreements, as the Master Servicer case may be, set forth in the Certificates or in this Agreement, which failure continues shall (A) materially and adversely affect the rights of Noteholders or Certificateholders and (B) continue unremedied for a period of 60 ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given (1) to the Master Servicer by the Owner Trustee or the Indenture Trustee or (2) to the Master Servicer Owner Trustee, the Indenture Trustee and the Trustee Servicer by the Credit Enhancer or Noteholders of Notes evidencing not less than a majority of the Holders principal amount of Investor the Outstanding Notes or, if no Notes are Outstanding, by holders of Certificates evidencing Percentage Interests aggregating not less than 25%at least a majority; or (iii) The So long as a depository institution is not the Servicer, the entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver receiver, or liquidator for the Servicer or, if Goldman Sachs Mortgage Company is the Servicer, Goldman Sachs Real Xxtate Funding Corp. (or its successox xx xxterest) in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities liabilities, or similar proceedings, or for the winding up or liquidation of its respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 ninety (90) consecutive days; or (iv) The So long as a depository institution is not the Servicer, the consent by the Master Servicer or, if Goldman Sachs Mortgage Company is the Servicer, Goldman Xxxxx Xexx Xxtate Funding Corp. (or its successox xx xxterest) to the appointment of a trustee, conservator, conservator or receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities liabilities, or similar proceedings of or relating to the Master Servicer (or Goldman Sachs Real Estate Funding Corp. (or its successox xx xxtxxxxx), as applicable) of or relating to substantially all of its property; or the Master Servicer or, if Goldman Sachs Mortgage Company is the Servicer, Goldman Xxxxx Xeal Estate Funding Corp. (or its successox xx xxtxxxxx) 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 Sale and Servicing Agreement 2007-1 statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligationsobligations or become insolvent; thenthen the Indenture Trustee shall promptly notify each Rating Agency, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), aboveremedied, either the Trustee, the Credit Enhancer Indenture Trustee or the Holders holders of Investor Notes evidencing not less than a majority of the principal amount of the Notes Outstanding (or, if no Notes are Outstanding, Certificates evidencing Percentage Interests aggregating not less than 51%at least a majority), by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Credit Enhancer or Noteholders and to the Holders of Investor CertificatesOwner Trustee if given by the Certificateholders and in each case with a copy to the Rating Agencies) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Mortgage Loans Trust Property or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and or such Successor Servicer as may be appointed under this Section 8.017.2; and, without limitation, the Indenture Trustee is and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the Master predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan the Receivables and related documents, or otherwise. The Master Notwithstanding the foregoing, a delay or failure of performance referred to under clauses (i) and (ii) above for a period of 150 days will not constitute an Event of Servicing Termination if such delay or failure was caused by force majeure or other similar occurrence. (b) Upon termination of the Servicer agrees to under Section 7.1(a), the predecessor Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Master predecessor Servicer hereunderunder this Agreement, including, without limitation, including the transfer to the Indenture Trustee or such Successor Servicer for the administration by it of all cash amounts that shall at the time be held by the Master predecessor Servicer and to be deposited by it in the Collection Accountfor deposit, or that have been deposited by the Master Servicer in the Collection Account or shall thereafter be received by the Master Servicer with respect to a Receivable and the Mortgage Loansdelivery of the Receivable Files and the related accounts and records to the extent maintained by the Servicer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Receivable Files to the successor Master Successor Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 7.1 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding To the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall extent such costs and expenses are not constitute an Event of Servicing Termination if such delay or failure could not be prevented paid by the exercise of reasonable diligence predecessor servicer, such costs and expenses shall be paid by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing TerminationIssuer.

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which or to remit to the Indenture Trustee amounts required to be deposited to the Payment Account that continues unremedied either beyond the relevant Payment Date or for a period of five Business Days (or, if the Master Servicer is permitted to remit collections on a monthly basis pursuant to Section 3.02(b), three Business Days) after the date upon which written when notice of such the failure shall have has been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 25%% of the Outstanding Amount; or (ii) Failure on the part of failure by the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates Notes or in this Agreement, which failure Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and continues unremedied for a period of 60 days after the date on which written notice of such the failure, requiring the same it to be remedied, and stating that such the notice is a "Notice of Default" hereunderunder this Agreement, shall have has been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 25%% of the Outstanding Amount; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating an Insolvency Event occurs with respect to the Master Servicer or of or relating to substantially all of its property; or the Master 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 obligationsServicer; then, and in each and every such case, so long as an until the Event of Servicing Termination shall not have has been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the TrusteeIndenture Trustee (with the consent of the Credit Enhancer), the Credit Enhancer Enhancer, or the Holders of Investor Certificates evidencing Percentage Interests aggregating Notes representing not less than 51%, % of the Outstanding Amount with the consent of the Credit Enhancer by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer or the Holders of Investor CertificatesNotes) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such This notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after From the receipt by the Master Servicer of such written the notice, all authority the rights and power obligations of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to this Section; and under this Section 8.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsdocuments, and to do or accomplish all other acts or things necessary or anything else appropriate to effect the purposes of such the notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities rights and rights obligations of the Master Servicer hereunderunder this Agreement, including, without limitation, including the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be are held by the Master Servicer and are to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter are subsequently received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such the succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon on presentation of reasonable documentation of such the costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i6.01(i) for a period of ten five or more Business Days or under Section 8.01(ii6.01(ii) for a period of 60 Business Daysor more days, shall not constitute an Event of Servicing Termination if such the delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such the delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods floods, or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement Agreement, and the Master Servicer shall provide the Indenture Trustee, the Depositor, the Transferor, the Credit Enhancer Enhancer, and the Investor Certificateholders Noteholders with an Officers' Certificate giving prompt notice of such its failure or delay by itdelay, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee in writing of any Events of Servicing Termination. In connection with the termination of the Master Servicer if any mortgage is registered on the MERS(R) System, then, either (i) the successor Master Servicer, including the Indenture Trustee if the Indenture Trustee is acting as successor Master Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of mortgage in recordable form to transfer all the mortgages registered on the MERS(R) System from MERS to the Indenture Trustee and to execute and deliver any other notices and documents appropriate to effect a transfer of those mortgages or the servicing of the Mortgage Loan on the MERS(R) System to the successor Master Servicer. The predecessor Master Servicer shall file the assignment in the appropriate recording office. The successor Master Servicer shall deliver the assignment to the Indenture Trustee promptly upon receipt of the original with evidence of recording on it or a copy certified by the public recording office in which the assignment was recorded.

Events of Servicing Termination. If any one of the following events ("“Events of Servicing Termination"”) shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account or Distribution Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five one Business Days Day after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Notes; or (ii) Failure on the part of the Master Servicer or the Sponsor duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer or Sponsor set forth in the Certificates Notes or in this Agreement, which failure continues unremedied for a period of 60 thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "“Notice of Default" ” hereunder, shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Notes; orprovided, that a failure on the part of GreenPoint to perform its obligations under Section 2.03 or 2.06 hereof shall not be subject to the five day cure period; (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or; (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; (v) The entry against the Sponsor of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; (vi) The consent by the Sponsor to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Sponsor or of or relating to substantially all of its property; or the Sponsor 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; (vii) The Three Month Rolling Delinquency Rate exceeds 5.25%; (viii) Cumulative Realized Losses exceed the following percentage of the Initial Pool Balance on any Payment Date as set forth below: 1st through 12th 1.50% 13th through 24th 2.75% 25th through 36th 4.00% 37st through 48th 5.00% 49th and thereafter 6.00% (ix) GreenPoint Bank fails to maintain the capital standards established for “well capitalized” institutions under the prompt corrective action regulations issued pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended; (x) GreenPoint Bank, GreenPoint Financial Corp. or its affiliates fail to pay any principal amount of at least $1,000,000 when due, subject to the applicable grace period, if any, specified in the agreement or other instrument relating to such debt and shall continue after the applicable grace period if the effect of such event is to accelerate the maturity and repayment of such debt before the stated maturity thereof; (xi) GreenPoint Bank shall no longer own 100% of the Servicer either directly or indirectly; (xii) GreenPoint Bank shall sell the servicing platform of the Servicer to a Person not affiliated with GreenPoint Bank who is not acceptable to the Insurer; (xiii) A subservicer is contracted to service loans in securitizations sponsored by the Sponsor and insured by the Insurer and such subservicer is not acceptable to the Insurer; (xiv) Any failure by the Servicer to obtain the prior written consent of the Insurer prior to the merger or consolidation of the Servicer with, or the acquisition of the Servicer by, any entity that is not 100% owned, directly or indirectly, by GreenPoint Financial Corp. (other than as a result of the merger with North Fork Bancorporation); (xv) Any governmental authority, including the Federal Deposit Insurance Corporation or any other governmental authority with regulatory powers over the GreenPoint Bank, GreenPoint Financial Corp. or its affiliates, shall take any mandatory or discretionary supervisory action against the GreenPoint Bank, GreenPoint Financial Corp. or its affiliates, including, without limitation, by cease and desist order, memorandum or understanding, capital directive or directive to take prompt corrective action, which action, in the reasonable opinion of the Insurer, would have a material adverse impact on (A) the business, operations or financial condition of GreenPoint Bank or the Servicer or (B) the ability of GreenPoint Bank or the Servicer to perform its obligations under any transaction document to which it is a party; or (xvi) GreenPoint Bank’s credit ratings fall below investment grade by Xxxxx’x or S&P; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Indenture Trustee, the Credit Enhancer Insurer or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 51%50% of the Outstanding Amount of the Notes, in each case with the consent of the Insurer, by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer Insurer or the Holders of Investor CertificatesNotes) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency Agency, the Class B Certificateholders and the Credit EnhancerInsurer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 8.016.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master ServicerServicer and the Sellers, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees’ fees and expenses) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 6.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i6.01(i) for a period of ten one Business Days Day or under Section 8.01(ii6.01(ii) for a period of 60 Business Daysthirty (30) days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods earthquakes or similar causesfloods. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Indenture Trustee, the TransferorSponsor, the Credit Enhancer Insurer and the Investor Noteholders and Residual Certificateholders with an Officers' Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and the Insurer in writing of any Events of Servicing Termination.

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days (or, if the Master Servicer is permitted to remit collections on a monthly basis pursuant to Section 3.02(b), three Business Days) after the date upon which written notice of such failure shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by [the Credit Enhancer or or] Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which failure materially and adversely affects the interests of the Certificateholders [or the Credit Enhancer] and continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - through (iv), above, either the Trustee[, the Credit Enhancer Enhancer] or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%% with the consent of [the Credit Enhancer], by notice then given in writing to the Master Servicer (and to the Trustee if given by [the Credit Enhancer Enhancer] or the Holders of Investor Certificates) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency [and the Credit Enhancer]. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 8.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor[, the Credit Enhancer Enhancer] and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Termination.

Events of Servicing Termination. (a) If any one of the following events ("Events Event of Servicing Termination") shall occur and be continuing: (i) Any The Master Servicer shall fail to deliver to the Indenture Trustee any proceeds or required payment, which failure by continues unremedied for three (3) Business Days following -39- 44 written notice to an Authorized Officer of the Master Servicer to deposit in from the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee or to from the Master Servicer and the Trustee by the Credit Enhancer Insurer or Holders of Investor Certificates evidencing Noteholders holding Percentage Interests aggregating not less than 25%; or. (ii) Failure on the part of the The Master Servicer duly to observe shall (i) apply for or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which failure continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a receiver, trustee, conservator, receiver liquidator or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities custodian or similar proceedings of entity with respect to itself or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall , (II) admit in writing its inability to pay its debts generally as they become due, (III) make a general assignment for the benefit of creditors, (IV) be adjudicated a bankrupt or insolvent, (V) commence a voluntary case under the federal bankruptcy laws of the United States of America or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any applicable insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization statute, make an assignment or insolvency proceeding or (VI) take corporate action for the benefit purpose of effecting any of the foregoing. (iii) If without the application, approval or consent of the Master Servicer, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Master Servicer an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator or custodian or similar entity with respect to the Master Servicer or of all or any substantial part of its creditorsassets, or voluntarily suspend payment other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Master Servicer in good faith, the same shall (A) result in the entry of an order for relief or any such adjudication or appointment or (B) continue undismissed or pending and unstayed for any period of seventy-five (75) consecutive days; or (iv) The Master Servicer shall fail to cure any breach of any of its obligationsrepresentations and warranties set forth in Section 3.2 or fail to perform any covenants hereunder, which failure materially and adversely affects the interests of the Noteholders or the Insurer for a period of 30 days after the Master Servicer's discovery or receipt of notice thereof from the Indenture Trustee, the Insurer or Noteholders holding Notes evidencing not less than 25% of the Note Balance; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written consent of the Insurer. (v) The Master Servicer shall fail to make any required Servicing Advance which failure continues for thirty (30) days or more after written notice from the Insurer if such failure has a material and adverse affect on Net Liquidation Proceeds, in the sole determination of the Insurer. then, and in each and every such case, so long as an the Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Trustee, the Credit Enhancer Indenture Trustee or the Holders of Investor Certificates Noteholders holding Notes evidencing Percentage Interests aggregating not less than 51%% of the Note Balance in each case with the written consent of the Insurer, or the Insurer, by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer Insurer or the Holders of Investor CertificatesNoteholders) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the -40- 45 Master Servicer shall also be given to each Rating Agency and the Credit EnhancerInsurer. On or and after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 8.01; 5.1 and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of administration, all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it Servicer. The Indenture Trustee will promptly deposit such cash in the Collection Note Account. Thereafter, or that have been deposited by the Master Servicer in the Collection Account or thereafter any cash received by the Master Servicer with respect to the Mortgage LoansLoans shall be immediately transferred to the Note Account. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 5.1 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, Nothing herein shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Indenture Trustee, the TransferorSponsor, the Credit Enhancer Insurer and the Investor Certificateholders Noteholders with an Officers' Officer's Certificate giving prompt notice of such any failure or delay by itit to perform its obligations, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and the Insurer in writing of any Events of Servicing Termination. (b) In addition to the foregoing, the Insurer may remove the Master Servicer upon the occurrence of an "Insurance Agreement Event of Servicing Termination" under the Insurance Agreement. (c) No removal or resignation of the Master Servicer shall become effective until the Indenture Trustee or a successor servicer acceptable to the Insurer shall have assumed the Master Servicer's responsibilities and obligations in accordance with this Section. (d) Upon removal or resignation of the Master Servicer, the Master Servicer also shall promptly deliver or cause to be delivered to a successor servicer or the Indenture Trustee all the books and records (including, without limitation, records kept in electronic form) that the Master Servicer has maintained for the Mortgage Loans, including all tax bills, assessment notices, insurance premium notices and all other documents as well as all original documents then in the Master Servicer's possession. (e) Any collections received by the Master Servicer after removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly and immediately to the Indenture Trustee or the successor Master Servicer. (f) Upon removal or resignation of the Master Servicer, the Indenture Trustee (x) may solicit bids for a successor servicer as described below, and (y) pending the appointment of a successor Master Servicer as a result of soliciting such bids, shall serve as Master Servicer. The Indenture Trustee shall, if it is unable to obtain a qualifying bid and is prevented by law from acting as Master Servicer, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution which has shareholders' equity of not less than $5,000,000, as determined in accordance with generally accepted accounting principles, acceptable to the Insurer, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the aggregate Servicing Fees, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Sections 4.9 and 4.15 (but excluding prepayment fees and termination fees); provided, however, that if the Indenture Trustee acts as successor Master Servicer then the Sponsor agrees to pay to the Indenture Trustee at such time that the Indenture Trustee becomes such successor Master Servicer a fee of twenty-five dollars ($25.00) for each Mortgage Loan then included in the Trust Estate. The Indenture Trustee shall be obligated to serve as successor Master Servicer whether or not the $25.00 fee described in the preceding sentence is paid by the Sponsor, but shall in any event be entitled to receive, and to enforce payment of, such fee from the Sponsor. (g) In the event the Indenture Trustee solicits bids as provided above, the Indenture Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor Master Servicer shall be entitled to the full amount of the aggregate Servicing Fees as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Sections 4.9 and 4.15 (but excluding prepayment fees and termination fees). Within thirty (30) days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest satisfactory bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. (h) The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Indenture Trustee and any successor Master Servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor Master Servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's functions hereunder and shall promptly also transfer to -42- 47 the Indenture Trustee or such successor Master Servicer, as applicable, all amounts which then have been or should have been deposited in the Principal and Interest Account by the Master Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Indenture Trustee nor any other successor Master Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. (i) The Master Servicer which is being removed or is resigning shall give notice to the Mortgagors and to Moodx'x xxx S&P of the transfer of the servicing to the successor. (j) The Indenture Trustee shall give notice to the Insurer, Moodx'x xxx S&P and to the Noteholders of the occurrence of any event specified in Section 5.1(a) of which the Indenture Trustee has actual knowledge. (k) The Indenture Trustee or any other successor Master Servicer, upon assuming the duties of Master Servicer hereunder, shall immediately make all Servicing Advances which the Master Servicer has theretofore failed to pay with respect to the Mortgage Loans; provided, however, that if the Indenture Trustee is acting as successor Master Servicer, the Indenture Trustee shall only be required to make Servicing Advances if, in the Indenture Trustee's reasonable good faith judgment, such Servicing Advances will ultimately be recoverable from the related Mortgage Loans.

Events of Servicing Termination. If (a) The Trustee or the Certificate Insurer (or the Owners pursuant to Section 6.11 hereof) may remove the Servicer (including any one successor entity serving as the Servicer) upon the occurrence of any of the following events ("Events of Servicing Termination") shall occur and be continuingevents: (i) Any failure by the Master The Servicer shall fail to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given deliver to the Master Servicer by the Trustee any proceeds or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreementrequired payment, which failure continues unremedied for a period of 60 days after the date on which five Business Days following written notice to an Authorized Officer of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by from the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; orfrom any Owner; (iiiii) The entry against the Master Servicer of a decree shall (I) apply for or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a receiver, trustee, conservator, receiver liquidator or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities custodian or similar proceedings of entity with respect to itself or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall , (II) admit in writing its inability to pay its debts generally as they become due, (III) make a general assignment for the benefit of creditors, (IV) be adjudicated a bankrupt or insolvent, (V) commence a voluntary case under the federal bankruptcy laws of the United States of America or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any applicable insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization statute, make an assignment or insolvency proceeding or (VI) take corporate action for the benefit purpose of effecting any of the foregoing; (iii) If without the application, approval or consent of the Servicer, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Servicer an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator, custodian or similar entity with respect to the Servicer or of all or any substantial part of its creditorsassets, or voluntarily suspend payment other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Servicer in good faith, the same shall (A) result in the entry of an order for relief or any such adjudication or appointment or (B) continue undismissed or pending and unstayed for any period of seventy-five (75) consecutive days; (iv) The Servicer shall fail to perform any one or more of its obligationsobligations hereunder (other than the obligations set out in (i) above) and shall continue in default thereof for a period of sixty (60) days after the earlier of (x) notice by the Trustee or the Certificate Insurer of said failure or (y) actual knowledge of an officer of the Servicer; thenprovided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer; or (v) The 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 Owners or Certificate Insurer for a period of sixty (60) days after the Servicer's discovery or receipt of notice thereof; provided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer. (b) The Certificate Insurer may remove the Servicer upon the occurrence of any of the following events: (i) a Group I Total Available Funds Shortfall or a Group II Total Available Funds Shortfall; provided, however, that the Certificate Insurer shall have no right to remove the Servicer under this clause (i) if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that such event was due to circumstances beyond the control of the Servicer; (ii) the failure by the Servicer to make any required Servicing Advance; (iii) the failure by the Servicer to perform any one or more of its obligations hereunder, which failure materially and adversely affects the interests of the Certificate Insurer, and the continuance of such failure for a period of 30 days or such longer period as agreed to in each and every such case, so long as an Event of Servicing Termination shall not have been remedied writing by the Master ServicerCertificate Insurer. (iv) the failure by the Servicer to make any required Delinquency Advance or to pay any Compensating Interest; (v) if on any Payment Date the Pool Rolling Three Month Delinquency Rate exceeds 7.0%; (vi) if on any Payment Date occurring in September of any year, commencing in September 1998, the aggregate Pool Cumulative Realized Losses over the prior twelve month period exceed 2.0% of the average Pool Principal Balance as of the close of business on the last day of each of the twelve preceding Remittance Periods; or (a) if on any of the first 60 Payment Dates from the Startup Day the aggregate Pool Cumulative Expected Losses for all prior Remittance Periods since the Startup Day exceed 5.0% of the Pool Principal Balance as of the Cut-Off Date and (b) if on any Payment Date thereafter the aggregate Pool Cumulative Expected Losses for all prior Remittance Periods from the Startup Day exceed 6.5% of the Pool Principal Balance as of the Cut-Off Date, provided, however, with respect to clauses (v), (vi) and (vii), if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that any such event was due to circumstances beyond the control of the Servicer, such event shall not be considered an Event event of Servicing Termination specified termination of the Servicer. Upon the Trustee's determination that a required Delinquency Advance or payment of Compensating Interest has not been made by the Servicer, the Trustee shall so notify in writing an Authorized Officer of the Servicer and the Certificate Insurer as soon as is reasonably practical. (c) In the case of clauses (i) - ), (ii), (iii), (iv), above, either ) or (v) of Subsection (b) the Trustee, the Credit Enhancer or the Holders Owners of Investor Certificates evidencing Percentage Interests aggregating not less than 51%, 33 1/3% of the aggregate Class A Certificate Principal Balance (with the consent of the Certificate Insurer) by notice then given in writing to the Master Servicer (and a copy to the Trustee if given by the Credit Enhancer or the Holders of Investor CertificatesTrustee) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice ; provided, however, that the responsibilities and duties of the initial Servicer with respect to the Master Servicer repurchase of Mortgage Loans pursuant to Section 3.4 shall also be not terminate. The Trustee shall mail a copy of any notice given by it hereunder to each the Rating Agency and the Credit EnhancerAgencies. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall without further action pass to and be vested in the Trustee pursuant to and under (for this Section 8.01; purpose, the term includes an affiliate thereof) or such successor Servicer as may be appointed hereunder, and, without limitation, the Trustee is hereby authorized and empowered (which authority and power are coupled with an interest and are irrevocable) to execute and deliver, on behalf of the Master predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of or termination, whether to complete the transfer and endorsement of each the Mortgage Loan Loans and related documents, documents or otherwise. The Master predecessor Servicer agrees to shall cooperate with the successor Servicer or the Trustee in effecting the termination of the responsibilities and rights of the Master predecessor Servicer hereunder, including, without limitation, under this Agreement including the transfer to the successor Servicer or to the Trustee for the administration by it of all cash amounts accounts that shall at the time be held by the Master predecessor Servicer and to for deposit or shall thereafter be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the a Mortgage LoansLoan. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 8.20 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. (d) If any event described in subsections (a) or (b) above occurs and is continuing, during the 30 day period following receipt of notice, the Trustee and the Certificate Insurer shall cooperate with each other to determine if the occurrence of such event is more likely than not the result of the acts or omissions of the Servicer or more likely than not the result of events beyond the control of the Servicer. Notwithstanding If the foregoingTrustee and the Certificate Insurer conclude that the event is the result of the latter, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could the Servicer may not be prevented by terminated, unless and until some other event set forth in subsection (a) or (b) has occurred and is continuing. If the exercise Trustee and the Certificate Insurer conclude that the event is the result of reasonable diligence by the Master former, the Certificate Insurer may terminate the Servicer in accordance with this Section, and the Trustee shall act as successor Servicer. If the Trustee and the Certificate Insurer cannot agree, and the basis for such delay disagreement is not arbitrary or failure was caused by an act unreasonable, as to the cause of God the event, the decision of the Certificate Insurer shall control; provided, however, that if the Certificate Insurer decides to terminate the Servicer, the Trustee shall be relieved of its obligation to assume the servicing or to appoint a successor, which shall be the public enemy, acts exclusive obligation of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causesthe Certificate Insurer. The preceding sentence shall not relieve the Master Servicer from using Certificate Insurer agrees to use its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify inform the Trustee in writing of any Events materially adverse information regarding the Servicer's servicing activities that comes to the attention of Servicing Terminationthe Certificate Insurer from time to time.

Events of Servicing Termination. If any one of the following ------------------------------- events (each a "Events of Servicing TerminationMaster Servicer Termination Event") shall occur and be continuing: (ia) Any failure by the Master Servicer to deposit in make any payment, transfer or deposit, or to give instructions to the Collection Account Trustee to make any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after payment, transfer or deposit, on the date upon which written notice of such failure shall have been given to the Master Servicer by the Trustee or is required to do so under this Agreement, which is not cured within a five Business Day grace period; (b) the Master Servicer and the Trustee by the Credit Enhancer assigns its duties under this Agreement, except as specifically permitted hereunder, or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (ii) Failure failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, Agreement which failure has a material adverse effect on the Certificateholders and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by shall have received written notice (or had actual knowledge) of such failure from the Trustee or to Trustee, the Master Servicer and the Trustee by the Credit Enhancer Insurer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or33-1/3% of the Class A Certificate Balance; (iiic) The entry against any representation, warranty or certification made by the Master Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves to have been incorrect in any material respect when made, which has a material adverse effect on the rights of the Certificateholders or the Insurer, and which material adverse effect continues for a period of 60 days after written notice; (d) a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, conservator or receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and the continuance of any such decree or order shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive days; or; (ive) The consent by the Master Servicer shall consent to the appointment of a trustee, conservator, conservator or receiver or liquidator or liquidating committee in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities liabilities, voluntary liquidation or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property; or ; (f) the Master Servicer shall admit in writing its inability to pay its debts generally as they become became 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; then; (g) with respect to either Home Equity Loan Group, the average for the preceding six Remittance Periods of the sum (without duplication) of (a) the 60 Day Delinquency Ratio, (b) the 90 Day Delinquency Ratio, and (c) the ratio of the sum of (i) the Principal Balances of the Home Equity Loans in such Home Equity Loan Group in foreclosure and (ii) the Principal Balances for REO Properties in such Home Equity Loan Group over the sum of the Principal Balances of all Home Equity Loans in such Home Equity Loan Group, exceeds 6.0% with respect to the Group 1 Loans or 7.0% with respect to the Group 2 Loans; (h) the aggregate of the Net Losses occurring since the Cut-Off Date with respect to the Group 1 Loans exceed 1.25% of the Adjusted Original Group 1 Principal Balance or the aggregate of the Net Losses occurring since the Cut-Off Date with respect to the Group 2 Loans exceed 1.50% of the Adjusted Original Group 2 Principal Balance; (i) the aggregate of the Net Losses occurring over the preceding 12 Remittance Periods with respect to the Group 1 Loans exceeds 0.50% of the average Group 1 Principal Balance (as of the first calendar day of each and every such case, so long Remittance Period) for the preceding 12 Remittance Periods or the aggregate of the Net Losses occurring over the preceding 12 Remittance Periods with respect to the Group 2 Loans exceeds 0.50% of the average Group 2 Principal Balance (as of the first calendar day of each such Remittance Period) for the preceding 12 Remittance Periods; or (j) the occurrence of an Event of Servicing Termination under the Insurance Agreement. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days or referred to under clauses (b) or (c) for a period of 60 Business Days shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or other similar occurrence. Upon the occurrence of any such event the Master Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Insurer, the Seller and the Certificateholders prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee and the Insurer in writing of any Master Servicer Termination Event. Subject to applicable law, so long as a Master Servicer Termination Event shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), aboveremedied, either the Trustee, the Credit Enhancer Insurer or the Seller or, with the consent of the Insurer (so long as no Insurer Default is continuing), the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%50% of the Class A Certificate Balance, by notice then given in writing to the Master Servicer (and to the Trustee if given by the Credit Enhancer or the Holders of Investor CertificatesClass A Certificateholders) may terminate all of the rights and obligations of the Master Servicer as servicer of the Home Equity Loans under this Agreement. Any such notice , but without prejudice to any rights the Master Servicer shall also be given may have to each Rating Agency reimbursement of expenses to the extent permitted by this Agreement, Advances and the Credit Enhancerother advances of its own funds as servicer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Home Equity Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section, subject to the provisions of Section 8.01; 8.2, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of each Mortgage Loan the Home Equity Loans and related documents, documents or otherwise. The Master Servicer agrees to cooperate with the Trustee, and the Trustee agrees to notify the Rating Agencies and the Insurer in the event of default, in effecting the termination of the Master Servicer's responsibilities and rights of hereunder and shall, at its own expense, promptly provide the Trustee all documents and records reasonably requested by it to enable it to assume the Master Servicer hereunder, including, without limitation, the Servicer's functions hereunder and shall promptly also transfer to the Trustee for all amounts which then have been or should have been deposited in the administration by it of all cash amounts that shall at the time be held Collection Account by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or which are thereafter received by the Master Servicer with respect to the Mortgage Home Equity Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Termination.

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which failure continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Trustee, the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests Voting Rights aggregating not less than 51%, by notice then given in writing to the Master Servicer (and to the Trustee if given by the Credit Enhancer or the Holders of Investor Certificates) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 8.01; andand , without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Termination.

Events of Servicing Termination. If any one of the following events ("Events of Servicing TerminationEVENTS OF SERVICING TERMINATION") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five one Business Days Day after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Notes instruct otherwise; or (ii) Failure on the part of the Master Servicer or the Sponsor duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer or Sponsor set forth in the Certificates Notes or in this Agreement, which failure continues unremedied for a period of 60 15 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Credit Enhancer Insurer or the Holders of Investor Certificates Notes evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Notes; orPROVIDED, that a failure on the part of the Sponsor to perform its obligations under Section 2.03 or 2.05 hereof shall not be subject to the 15 day cure period; (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or; (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; then; (v) The entry against the Sponsor of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Trustee, the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%, by notice then given in writing to the Master Servicer (and to the Trustee if given by the Credit Enhancer or the Holders of Investor Certificates) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 8.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented consecutive days; (vi) The consent by the exercise Sponsor to the appointment of reasonable diligence by a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer and such delay Sponsor or failure was caused by an act of God or relating to substantially all of its property; or the public enemySponsor shall admit in writing its inability to pay its debts generally as they become due, acts file a petition to take advantage of declared any applicable insolvency or undeclared warreorganization statute, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve make an assignment for the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description benefit of its efforts to so perform creditors, or voluntarily suspend payment of its obligations. ; (vii) Aggregate Realized Losses over any one twelve-month period exceed 1.00% of the Initial Pool Balance; (viii) The Master Servicer shall immediately notify Three Month Rolling Delinquency Rate exceeds 3.25%; (ix) Cumulative Realized Losses exceed the Trustee in writing following percentage of the Initial Pool Balance on any Events Payment Date as set forth below: Cumulative Realized Payment Date Loss Percentage ------------ --------------- 1st through 36th 2.00% 37th through 48th 2.50% 49th through 60th 3.00% 61st and thereafter 3.50% (x) GreenPoint Bank fails to maintain the capital standards established for "well capitalized" institutions under the prompt corrective action regulations issued pursuant to the Federal Deposit Insurance Corporation Improvement Act of Servicing Termination.1991, as amended;

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days (or, if the Master Servicer is permitted to remit collections on a monthly basis pursuant to Section 3.02(b), three Business Days) after the date upon which written notice of such failure shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which failure materially and adversely affects the interests of the Certificateholders or the Credit Enhancer and continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - through (iv), above, either the Trustee, the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 51%% with the consent of the Credit Enhancer, by notice then given in writing to the Master Servicer (and to the Trustee if given by the Credit Enhancer or the Holders of Investor Certificates) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit Enhancer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 8.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee in writing of any Events of Servicing Termination.

Events of Servicing Termination. (a) If any one of the following events ("Events Event of Servicing Termination") shall occur and be continuing: (i) Any The Servicer shall fail to deliver to the Indenture Trustee any proceeds or required payment, which failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five three Business Days after the date upon which following written notice to an Authorized Officer of such failure shall have been given to the Master Servicer by from the Indenture Trustee or to from the Master Servicer and the Trustee by the Credit Enhancer Insurer or Holders of Investor Certificates Noteholders evidencing Percentage Interests aggregating not less than 25%; orprovided, however, that if the Servicer does not remit the Monthly Remittance Amount to the Note Account by the day prior to the Payment Date, without limiting the foregoing, the Servicer shall pay to the Indenture Trustee, for the account of the Indenture Trustee, interest at the Prime Rate thereon from such day prior to the Payment Date to but not including the date that such remittance is made; (ii) Failure on the part of the Master The Servicer duly to observe shall (I) apply for or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreement, which failure continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a receiver, trustee, liquidator, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities custodian or similar proceedings of entity with respect to itself or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall , (II) admit in writing its inability to pay its debts generally as they become due, (III) make a general assignment for the benefit of creditors, (IV) be adjudicated a bankrupt or insolvent, (V) commence a voluntary case under the federal bankruptcy laws of the United States of America or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any applicable insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization statute, make an assignment or insolvency proceeding or (VI) take corporate action for the benefit purpose of effecting any of the foregoing; (iii) If without the application, approval or consent of the Servicer, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Servicer an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator, conservator or custodian or similar entity with respect to the Servicer or of all or any substantial part of its creditorsassets, or voluntarily suspend payment other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Servicer in good faith, the same shall (A) result in the entry of an order for relief or any such adjudication or appointment or (B) continue undismissed or pending and unstayed for any period of 75 consecutive days; (iv) The Servicer shall fail to cure any breach of any of its obligationsrepresentations and warranties set forth in Section 3.2 or perform any of its covenants or other obligations hereunder (except those otherwise provided for pursuant to clauses (i) and (v) of this Section 5.1(a)), which failure materially and adversely affects the interests of the Noteholders or Insurer and which failure continues for a period of 30 days after the Servicer's discovery or receipt of notice thereof from the Indenture Trustee, the Insurer, or Noteholders evidencing Percentage Interests aggregating not less than 25%; provided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written consent of the Insurer; or (v) The Servicer shall fail to make any required Servicing Advance which failure continues for 30 days or more after written notice from the Insurer if such failure has a material and adverse affect on Net Liquidation Proceeds, in the sole determination of the Insurer; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Trustee, the Credit Enhancer Indenture Trustee or the Holders of Investor Certificates Noteholders evidencing Percentage Interests aggregating not less than 51%, in each case with the written consent of the Insurer, or the Insurer, in all cases with and by notice then given in writing to the Master Servicer (and to the Indenture Trustee if given by the Credit Enhancer or the Holders of Investor Certificates) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice to the Master Servicer shall also be given to each Rating Agency and the Credit EnhancerInsurer. On or Within 90 days after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 8.01; 5.1 and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Note Account, or that have been deposited by the Master Servicer in the Collection Note Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. The Indenture Trustee shall be entitled to be reimbursed from the Servicer (or by the Trust pursuant to Section 5.9 or 8.6 of the Indenture if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Indenture Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee to service the Mortgage Loans properly and effectively. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 5.1 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, Nothing herein shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Indenture Trustee, the TransferorSeller, the Credit Enhancer Insurer and the Investor Certificateholders Noteholders with an Officers' Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee and the Insurer in writing of any Events of Servicing Termination. (b) In addition to the foregoing, the Insurer may remove the Servicer upon the occurrence of any of the following: (i) the Servicer shall fail to deliver to the Indenture Trustee any proceeds or required payment, which failure continues unremedied for three Business Days following written notice to an Authorized Officer of the Servicer from the Indenture Trustee or from the Insurer or Noteholders evidencing Percentage Interests aggregating not less than 25%; (ii) the Servicer shall fail to make any required Servicing Advance which failure continues for 30 days or more after written notice from the Insurer if such failure has a material and adverse affect on Net Liquidation Proceeds, in the sole determination of the Insurer; or (iii) the failure of the Servicer to perform one or more of its material obligations under this Agreement, which failure continues for thirty days or more after written notice from the Insurer. (c) No removal or resignation of the Servicer shall become effective until the Indenture Trustee or a successor servicer acceptable to the Insurer shall have assumed the Servicer's responsibilities and obligations in accordance with this Section. (d) Upon removal or resignation of the Servicer, the Servicer also shall promptly deliver or cause to be delivered to a successor servicer or the Indenture Trustee all the books and records (including, without limitation, all Mortgage Files or portions thereof in the Servicer's possession and all records kept in electronic form) that the Servicer has maintained for the Mortgage Loans, including all tax bills, assessment notices, insurance premium notices and all other documents then in the Servicer's possession. (e) Any collections received by the Servicer after removal or resignation shall be endorsed by it to the Indenture Trustee and remitted directly and immediately to the Indenture Trustee or the successor Servicer. (f) Upon removal or resignation of the Servicer, the Indenture Trustee (x) may solicit bids for a successor servicer as described below, and (y) pending the appointment of a successor Servicer as a result of soliciting such bids, shall serve as Servicer pursuant to this Section 5.1. The Indenture Trustee shall, if it is unable to obtain a qualifying bid and is prevented by law from acting as Servicer, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution which has shareholders' equity of not less than $5,000,000, as determined in accordance with generally accepted accounting principles, and acceptable to the Insurer as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. The compensation of any successor servicer (including, without limitation, the Indenture Trustee) so appointed shall be the aggregate Servicing Fees, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Section 4.8. (g) In the event the Indenture Trustee solicits bids as provided above, the Indenture Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor Servicer shall be entitled to the full amount of the aggregate Servicing Fees as servicing compensation, together with the other servicing compensation in the form of assumption fees, late payment charges or otherwise as provided in Section 4.8. Within thirty days after any such public announcement, the Indenture Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest satisfactory bid. The Indenture Trustee shall deduct from any sum received by the Indenture Trustee from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder. After such deductions, the remainder of such sum shall be paid by the Indenture Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. (h) The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Indenture Trustee and any successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Indenture Trustee or such successor Servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Indenture Trustee or such successor Servicer, as applicable, all amounts which then have been or should have been deposited in the Principal and Interest Account or the Note Account by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Indenture Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer. (i) The Servicer which is being removed or is resigning shall give notice to the Mortgagors and to Moody's and S&P of the transfer of the servicing to the succexxxx. (j) The Indenture Trustee shall give notice to the Insurer, Moody's and S&P and to the Noteholders of the occurrence of axx xxxxt specified in Section 5.1(a) of which the Indenture Trustee has actual knowledge. (k) The Indenture Trustee or any other successor Servicer, upon assuming the duties of Servicer hereunder, shall thereupon make all Servicing Advances which the Servicer has theretofore failed to pay with respect to the Mortgage Loans.

Events of Servicing Termination. If (a) The Trustee or the Certificate Insurer (or the Owners pursuant to Section 6.11 hereof) may remove the Servicer (including any one successor entity serving as the Servicer) upon the occurrence of any of the following events ("Events of Servicing Termination") shall occur and be continuingevents: (i) Any failure by the Master The Servicer shall fail to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given deliver to the Master Servicer by the Trustee any proceeds or to the Master Servicer and the Trustee by the Credit Enhancer or Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates or in this Agreementrequired payment, which failure continues unremedied for a period of 60 days after the date on which five Business Days following written notice to an Authorized Officer of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by from the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer or the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 25%; orfrom any Owner; (iiiii) The entry against the Master Servicer of a decree shall (I) apply for or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a receiver, trustee, conservator, receiver liquidator or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities custodian or similar proceedings of entity with respect to itself or relating to the Master Servicer or of or relating to substantially all of its property; or the Master Servicer shall , (II) admit in writing its inability to pay its debts generally as they become due, (III) make a general assignment for the benefit of creditors, (IV) be adjudicated a bankrupt or insolvent, (V) commence a voluntary case under the federal bankruptcy laws of the United States of America or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any applicable insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization statute, make an assignment or insolvency proceeding or (VI) take corporate action for the benefit purpose of effecting any of the foregoing; (iii) If without the application, approval or consent of the Servicer, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Servicer an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator, custodian or similar entity with respect to the Servicer or of all or any substantial part of its creditorsassets, or voluntarily suspend payment other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Servicer in good faith, the same shall (A) result in the entry of an order for relief or any such adjudication or appointment or (B) continue undismissed or pending and unstayed for any period of seventy-five (75) consecutive days; (iv) The Servicer shall fail to perform any one or more of its obligationsobligations hereunder (other than the obligations set out in (i) above) and shall continue in default thereof for a period of sixty (60) days after the earlier of (x) notice by the Trustee or the Certificate Insurer of said failure or (y) actual knowledge of an officer of the Servicer; thenprovided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer; or (v) The 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 Owners or Certificate Insurer for a period of sixty (60) days after the Servicer's discovery or receipt of notice thereof; provided, however, that if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer. (b) The Certificate Insurer may remove the Servicer upon the occurrence of any of the following events: (i) a Group I Total Available Funds Shortfall or a Group II Total Available Funds Shortfall; provided, however, that the Certificate Insurer shall have no right to remove the Servicer under this clause (i) if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that such event was due to circumstances beyond the control of the Servicer; (ii) the failure by the Servicer to make any required Servicing Advance; (iii) the failure by the Servicer to perform any one or more of its obligations hereunder, which failure materially and adversely affects the interests of the Certificate Insurer, and the continuance of such failure for a period of 30 days or such longer period as agreed to in each and every such case, so long as an Event of Servicing Termination shall not have been remedied writing by the Master ServicerCertificate Insurer. (iv) the failure by the Servicer to make any required Delinquency Advance or to pay any Compensating Interest; (v) if on any Payment Date the Pool Rolling Three Month Delinquency Rate exceeds _______%; (vi) if on any Payment Date occurring in December of any year, commencing in ________________, the aggregate Pool Cumulative Realized Losses over the prior twelve month period exceed _______% of the average Pool Principal Balance as of the close of business on the last day of each of the twelve preceding Remittance Periods; or (a) if on any of the first 60 Payment Dates from the Startup Day the aggregate Pool Cumulative Expected Losses for all prior Remittance Periods since the Startup Day exceed _______% of the Pool Principal Balance as of the Cut-Off Date and (b) if on any Payment Date thereafter the aggregate Pool Cumulative Expected Losses for all prior Remittance Periods from the Startup Day exceed _______% of the Pool Principal Balance as of the Cut-Off Date, provided, however, with respect to clauses (v), (vi) and (vii), if the Servicer can demonstrate to the reasonable satisfaction of the Certificate Insurer that any such event was due to circumstances beyond the control of the Servicer, such event shall not be considered an Event event of Servicing Termination specified termination of the Servicer. Upon the Trustee's determination that a required Delinquency Advance or payment of Compensating Interest has not been made by the Servicer, the Trustee shall so notify in writing an Authorized Officer of the Servicer and the Certificate Insurer as soon as is reasonably practical. (c) In the case of clauses (i) - ), (ii), (iii), (iv), above, either ) or (v) of Subsection (b) the Trustee, the Credit Enhancer or the Holders Owners of Investor Certificates evidencing Percentage Interests aggregating not less than 51%, 33 1/3% of the aggregate Class A Certificate Principal Balance (with the consent of the Certificate Insurer) by notice then given in writing to the Master Servicer (and a copy to the Trustee if given by the Credit Enhancer or the Holders of Investor CertificatesTrustee) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Any such notice ; provided, however, that the responsibilities and duties of the initial Servicer with respect to the Master Servicer repurchase of Mortgage Loans pursuant to Section 3.4 shall also be not terminate. The Trustee shall mail a copy of any notice given by it hereunder to each the Rating Agency and the Credit EnhancerAgencies. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall without further action pass to and be vested in the Trustee pursuant to and under (for this Section 8.01; purpose, the term includes an affiliate thereof) or such successor Servicer as may be appointed hereunder, and, without limitation, the Trustee is hereby authorized and empowered (which authority and power are coupled with an interest and are irrevocable) to execute and deliver, on behalf of the Master predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of or termination, whether to complete the transfer and endorsement of each the Mortgage Loan Loans and related documents, documents or otherwise. The Master predecessor Servicer agrees to shall cooperate with the successor Servicer or the Trustee in effecting the termination of the responsibilities and rights of the Master predecessor Servicer hereunder, including, without limitation, under this Agreement including the transfer to the successor Servicer or to the Trustee for the administration by it of all cash amounts accounts that shall at the time be held by the Master predecessor Servicer and to for deposit or shall thereafter be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the a Mortgage LoansLoan. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 8.20 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. (d) If any event described in subsections (a) or (b) abovoccurs and is continuing, during the 30 day period following receipt of notice, the Trustee and the Certificate Insurer shall cooperate with each other to determine if the occurrence of such event is more likely than not the result of the acts or omissions of the Servicer or more likely than not the result of events beyond the control of the Servicer. Notwithstanding If the foregoingTrustee and the Certificate Insurer conclude that the event is the result of the latter, a delay in or failure of performance under Section 8.01(i) for a period of ten Business Days or under Section 8.01(ii) for a period of 60 Business Days, shall not constitute an Event of Servicing Termination if such delay or failure could the Servicer may not be prevented by terminated, unless and until some other event set forth in subsection (a) or (b) has occurred and is continuing. If the exercise Trustee and the Certificate Insurer conclude that the event is the result of reasonable diligence by the Master former, the Certificate Insurer may terminate the Servicer in accordance with this Section, and the Trustee shall act as successor Servicer. If the Trustee and the Certificate Insurer cannot agree, and the basis for such delay disagreement is not arbitrary or failure was caused by an act unreasonable, as to the cause of God the event, the decision of the Certificate Insurer shall control; provided, however, that if the Certificate Insurer decides to terminate the Servicer, the Trustee shall be relieved of its obligation to assume the servicing or to appoint a successor, which shall be the public enemy, acts exclusive obligation of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causesthe Certificate Insurer. The preceding sentence shall not relieve the Master Servicer from using Certificate Insurer agrees to use its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the Transferor, the Credit Enhancer and the Investor Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify inform the Trustee in writing of any Events materially adverse information regarding the Servicer's servicing activities that comes to the attention of Servicing Terminationthe Certificate Insurer from time to time.

Events of Servicing Termination. If any one of the following events ("Events of Servicing Termination") shall occur and be continuing: (i) Any failure by the Master Servicer to deposit in the Collection Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of five one Business Days Day after the date upon which written notice of such failure shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer Insurer or Xxxxxxx Mac or Holders of Investor Certificates Securities evidencing Percentage Interests aggregating not less more than 25%% of the Principal Balance of the Securities instruct otherwise; or (ii) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Certificates Securities or in this Agreement, which failure continues unremedied for a period of 60 15 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Credit Enhancer Insurer or Xxxxxxx Mac or the Holders of Investor Certificates Securities evidencing Percentage Interests aggregating not less than 25%; or (iii) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The consent by the Master Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to substantially all of its property; or the Master 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; ; (v) the occurrence of an Event of Servicer Termination under the Insurance Agreement; (vi) the Servicer is no longer an "approved servicer" of Xxxxxxx Mac then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied by the Master Servicer, with respect to an Event of Servicing Termination specified in (i) - (iv), above, either the Trustee, the Credit Enhancer Controlling Party or the Holders of Investor Certificates Securities evidencing Percentage Interests aggregating not less more than 51%50% of the Outstanding Amount of the Securities instruct otherwise, in each case with the consent of the Controlling Party, by notice then given in writing to the Master Servicer (and to the Trustee if given by the Credit Enhancer Insurer or the Holders of Investor CertificatesSecurities) may terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement. Upon the occurrence of a Servicer Termination Delinquency Rate Trigger or Servicer Termination Loss Trigger as those terms are defined in the Insurance Agreement, the Insurer may, in its reasonable discretion, terminate all of the rights and obligations of the Servicer pursuant to the terms hereof. Any such notice to the Master Servicer shall also be given to each Rating Agency Agency, Xxxxxxx Mac and the Credit EnhancerInsurer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates Securities or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section 8.016.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the Master Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Master Servicer in the Collection Account or thereafter received by the Master Servicer with respect to the Mortgage Loans. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 8.01 6.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, a delay in or failure of performance under Section 8.01(i6.01(i) for a period of ten one Business Days Day or under Section 8.01(ii6.01(ii) for a period of 60 Business Days15 days, shall not constitute an Event of Servicing Termination if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods earthquakes or similar causesfloods. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Master Servicer shall provide the Trustee, the TransferorSponsor, Xxxxxxx Mac, the Credit Enhancer Insurer and the Investor Securityholders and Residual Certificateholders with an Officers' Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee Trustee, the Insurer and Xxxxxxx Mac in writing of any Events of Servicing Termination.