Common use of Master Servicing Default Clause in Contracts

Master Servicing Default. If any one of the following events (each, a “Master Servicing Default”) shall occur and be continuing: (i) The Master Servicer fails to deposit in the Payment Account any amount required to be deposited by the Master Servicer pursuant to this Master Servicing Agreement (other than a Monthly Advance), and such failure continues unremedied for a period of three Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer; or (ii) The Master Servicer fails to observe or perform in any material respect any other material covenants and agreements set forth in this Master Servicing Agreement to be performed by it, which covenants and agreements materially affect the rights of Noteholders, and such failure continues unremedied for a period of 60 days after the date on which written notice of such failure, properly requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Holders of Notes aggregating at least 25% of the Note Principal Balance of the Notes; or (iii) There is entered against the Master Servicer a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order is unstayed and in effect for a period of 60 consecutive days, or an involuntary case is commenced against the Master Servicer under any applicable insolvency or reorganization statute and the petition is not dismissed within 60 days after the commencement of the case; or (iv) The Master Servicer consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or substantially all of its property; or the Master Servicer admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations; (v) The Master Servicer assigns or delegates its duties or rights under this Master Servicing Agreement in contravention of the provisions permitting such assignment or delegation under Section 5.04; or (vi) The Master Servicer fails to deposit in the Payment Account any Monthly Advance (other than a Nonrecoverable Advance) required to be made by it, and such failure continues unremedied for a period of one Business Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer. then, and in every such case, so long as a Master Servicing Default shall not have been remedied by the Master Servicer, either the Indenture Trustee or the holders of at least 51% of the aggregate Note Principal Balance of each Class of Notes may, or may direct the Indenture Trustee to, by written notice then given to the Master Servicer, terminate all of the rights and obligations of the Master Servicer as master servicer under this Master Servicing Agreement other than its right to receive master servicing compensation and expenses for master servicing the Mortgage Loans hereunder during any period prior to the date of such termination and the Indenture Trustee, subject to written notice to the Issuing Entity may exercise any and all other remedies available at law or equity. Any such notice to the Master Servicer shall also be given to each Rating Agency, the Company and the Issuing Entity. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Master Servicing Agreement, whether with respect to the Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee, as successor Master Servicer, pursuant to and under this Section 6.01; 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. Notwithstanding the foregoing, the parties hereto and the Securityholders by their acceptance of any Security, acknowledge and agree that there will be a period of transition before the actual master servicing functions can be fully transferred to the Indenture Trustee, as successor Master Servicer, or to a successor Master Servicer appointed by the Indenture Trustee pursuant to the provisions hereof, provided, that the Indenture Trustee shall use its reasonable best efforts to succeed to the actual master servicing functions or find a successor Master Servicer as soon as possible but no later than 90 days after such termination; provided, that the Indenture Trustee shall continue to have the right to appoint a successor Master Servicer after such 90-day period in accordance with Section 6.02. 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 or other successor Master Servicer for administration by it of (i) originals or copies of all documents of the Master Servicer reasonably requested by the Indenture Trustee to enable it to assume the Master Servicer’s duties thereunder and under the Servicing Agreement; (ii) the rights and obligations of the Master Servicer under the Servicing Agreement with respect to the Mortgage Loans; (iii) all cash amounts which shall at the time be deposited by the Master Servicer or required to have been deposited by it to the Payment Account pursuant to this Master Servicing Agreement or thereafter be received with respect to the Mortgage Loans; and (iv) all 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 or any successor Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee or other successor Master Servicer to master service the Mortgage Loans properly and effectively. All reasonable costs and expenses (including, but not limited to, attorneys’ fees and disbursements) incurred by the Indenture Trustee or a successor Master Servicer in connection with its succession as Master Servicer, including amending this Master Servicing Agreement to reflect such succession as Master Servicer pursuant to this Section 6.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the terminated Master Servicer) upon presentation of reasonable documentation of such costs and expenses, and if not so paid by the predecessor Master Servicer, shall be reimbursed by the Issuing Entity pursuant to Section 6.07 of the Indenture. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to receive, out of any late collection of a payment on a Mortgage Loan which was due prior to the notice terminating the Master Servicer’s rights and obligations hereunder and received after such notice, that portion to which the Master Servicer would have been entitled pursuant to Sections 3.07 and 3.15, and any other amounts payable to the Master Servicer hereunder the entitlement to which arose prior to the termination of its activities hereunder. The Master Servicer shall immediately notify the Indenture Trustee and the Owner Trustee in writing of any Master Servicing Default hereunder.

Master Servicing Default. If any one of the following events (each, a “Master Servicing Default”) shall occur and be continuing: (i) The Master Servicer fails to deposit in the Payment Securities Administrator Collection Account any amount required to be deposited by the Master Servicer pursuant to this Master Servicing Agreement (other than a Monthly Advance), and such failure continues unremedied for a period of three Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer; or (ii) The Master Servicer fails to observe or perform in any material respect any other material covenants and agreements set forth in this Master Servicing Agreement to be performed by it, which covenants and agreements materially affect the rights of Noteholders, and such failure continues unremedied for a period of 60 days after the date on which written notice of such failure, properly requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Holders of Notes aggregating at least 25% of the Note Principal Balance of the Notes; or (iii) There is entered against the Master Servicer a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order is unstayed and in effect for a period of 60 consecutive days, or an involuntary case is commenced against the Master Servicer under any applicable insolvency or reorganization statute and the petition is not dismissed within 60 days after the commencement of the case; or (iv) The Master Servicer consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or substantially all of its property; or the Master Servicer admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations; (v) The Master Servicer assigns or delegates its duties or rights under this Master Servicing Agreement in contravention of the provisions permitting such assignment or delegation under Section 5.04; or (vi) The Master Servicer fails to deposit in the Payment Securities Administrator Collection Account any Monthly Advance (other than a Nonrecoverable Advance) required to be made by it, and such failure continues unremedied for a period of one Business Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer. then, and in every such case, so long as a Master Servicing Default shall not have been remedied by the Master Servicer, either the Indenture Trustee or the holders of at least 51% of the aggregate Note Principal Balance of each Class of Notes may, or may direct the Indenture Trustee to, by written notice then given to the Master Servicer, terminate all of the rights and obligations of the Master Servicer as master servicer under this Master Servicing Agreement other than its right to receive master servicing compensation and expenses for master servicing the Mortgage Loans hereunder during any period prior to the date of such termination and the Indenture Trustee, subject to written notice to the Issuing Entity may exercise any and all other remedies available at law or equity. Any such notice to the Master Servicer shall also be given to each Rating Agency, the Company and the Issuing Entity. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Master Servicing Agreement, whether with respect to the Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee, as successor Master Servicer, pursuant to and under this Section 6.01; 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. Notwithstanding the foregoing, the parties hereto and the Securityholders by their acceptance of any Security, acknowledge and agree that there will be a period of transition before the actual master servicing functions can be fully transferred to the Indenture Trustee, as successor Master Servicer, or to a successor Master Servicer appointed by the Indenture Trustee pursuant to the provisions hereof, provided, that the Indenture Trustee shall use its reasonable best efforts to succeed to the actual master servicing functions or find a successor Master Servicer as soon as possible but no later than 90 days after such termination; provided, that the Indenture Trustee shall continue to have the right to appoint a successor Master Servicer after such 90-day period in accordance with Section 6.02. 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 or other successor Master Servicer for administration by it of (i) originals or copies of all documents of the Master Servicer reasonably requested by the Indenture Trustee to enable it to assume the Master Servicer’s duties thereunder and under the Servicing Agreement; (ii) the rights and obligations of the Master Servicer under the Servicing Agreement with respect to the Mortgage Loans; (iii) all cash amounts which shall at the time be deposited by the Master Servicer or required to have been deposited by it to the Payment Securities Administrator Collection Account pursuant to this Master Servicing Agreement or thereafter be received with respect to the Mortgage Loans; and (iv) all 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 or any successor Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee or other successor Master Servicer to master service the Mortgage Loans properly and effectively. All reasonable costs and expenses (including, but not limited to, attorneys’ fees and disbursements) incurred by the Indenture Trustee or a successor Master Servicer in connection with its succession as Master Servicer, including amending this Master Servicing Agreement to reflect such succession as Master Servicer pursuant to this Section 6.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the terminated Master Servicer) upon presentation of reasonable documentation of such costs and expenses, and if not so paid by the predecessor Master Servicer, shall be reimbursed by the Issuing Entity pursuant to Section 6.07 of the Indenture. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to receive, out of any late collection of a payment on a Mortgage Loan which was due prior to the notice terminating the Master Servicer’s rights and obligations hereunder and received after such notice, that portion to which the Master Servicer would have been entitled pursuant to Sections 3.07 and 3.15, and any other amounts payable to the Master Servicer hereunder the entitlement to which arose prior to the termination of its activities hereunder. The Master Servicer shall immediately notify the Indenture Trustee and the Owner Trustee in writing of any Master Servicing Default hereunder.

Master Servicing Default. If any one Any of the following events (each, acts or occurrences shall constitute a “Master Servicing Default”) shall occur and be continuingDefault by the Master Servicer under this Agreement: (i) The any failure by the Master Servicer fails to deposit in the Payment Bond Account or remit to the Indenture Trustee any amount payment required to be deposited made under the terms of this Agreement, which failure shall continue unremedied for three days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee or the Issuer or to the Master Servicer, or which causes a claim to be made on the FSA Policy, the Indenture Trustee and the Issuer by the Holders of Bonds representing more than 50% of the aggregate Principal Amount of the Bonds; or (ii) any failure by the Master Servicer to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer contained in this Agreement, which failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure shall have been given to the Master Servicer by the Indenture Trustee, at the direction of FSA, or by FSA or, with the consent of FSA, the Holders of Bonds representing more than 50% of the aggregate Principal Amount of the Bonds provided that such 30 day period shall be extended by an additional 30 days upon delivery by the Master Servicer to the Indenture Trustee and the Issuer of written notice of the steps being taken by the Master Servicer to remedy such failure; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days; or (iv) the Master Servicer shall consent to the appointment of a receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or all or substantially all of the property of the Master Servicer; or (v) 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, or commence a voluntary case under, any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) any failure of the Master Servicer to make any Master Servicer Advance in the manner and at the time required to be made pursuant to this Master Servicing Agreement (other than a Monthly Advance), and such failure Section 4 which continues unremedied for a period of three one Business Days Day after the date upon on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer; or (ii) The Master Servicer fails to observe or perform in any material respect any other material covenants and agreements set forth in this Master Servicing Agreement to be performed by it, which covenants and agreements materially affect the rights of Noteholders, and such failure continues unremedied for a period of 60 days after the date on which written notice of such failure, properly requiring the same to be remedied, shall have been given to the Master Servicer by the Issuer, the Indenture Trustee or FSA. If a Master Servicing Default described in clauses (i) to the Master Servicer and the Indenture Trustee by the Holders of Notes aggregating at least 25% of the Note Principal Balance of the Notes; or (iii) There is entered against the Master Servicer a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order is unstayed and in effect for a period of 60 consecutive days, or an involuntary case is commenced against the Master Servicer under any applicable insolvency or reorganization statute and the petition is not dismissed within 60 days after the commencement of the case; or (iv) The Master Servicer consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or substantially all of its property; or the Master Servicer admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations; (v) The Master Servicer assigns or delegates its duties or rights under of this Master Servicing Agreement in contravention of the provisions permitting such assignment or delegation under Section 5.04; or (vi7(a) The Master Servicer fails to deposit in the Payment Account any Monthly Advance (other than a Nonrecoverable Advance) required to be made by itshall occur, and such failure continues unremedied for a period of one Business Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer. then, and in each and every such case, so long as a such Master Servicing Default shall not have been remedied by the Master Servicer, either the Indenture Trustee may with the prior written consent of FSA, and shall at the direction of FSA or the holders Holders of at least 51Bonds representing more than 50% of the aggregate Note Principal Balance Amount of Bonds with the prior written consent of FSA, by notice in writing to the Master Servicer (with a copy to each Class of Notes mayRating Agency and FSA), or may direct and in addition to any other rights the Indenture Trustee to, by written notice then given to may have on behalf of the Bondholders or FSA as a result of such Master ServicerServicing Default, terminate all of the rights and obligations of the Master Servicer as master servicer thereafter arising under this Master Servicing Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its right to receive master servicing compensation and expenses for master servicing the Mortgage Loans hereunder during any period prior to the date of such termination and rights as a Bondholder under the Indenture Trusteeand its obligations which are not assumed by the Separate Indenture Trustee pursuant to Section 7(b). If a Master Servicing Default described in clause (vi) shall occur, subject to written the Indenture Trustee shall, by notice to the Issuing Entity may exercise any and all other remedies available at law or equity. Any such notice in writing to the Master Servicer shall also be given to each Rating Agency, the Company and the Issuing EntityIssuer, terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Bondholder under the Indenture and its obligations which are not assumed by the Separate Indenture Trustee pursuant to Section 7(b). On or and after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Master Servicing Agreementhereunder, whether with respect to the Notes or the Mortgage Loans or otherwise, unless an alternative successor Master Servicer shall have been appointed by FSA (after consultation with the Separate Indenture Trustee), shall pass to and be vested in the Separate Indenture Trustee, as successor . The Separate Indenture Trustee shall thereupon make any Master Servicer, pursuant to and Servicer Advances required under this Section 6.01; and, without limitation, the 4. The Separate 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. Notwithstanding , whether to complete the foregoing, transfer and endorsement or assignment of the parties hereto Mortgage Loans and the Securityholders by their acceptance of any Security, acknowledge and agree that there will be a period of transition before the actual master servicing functions can be fully transferred to the Indenture Trustee, as successor Master Servicerrelated documents, or to a successor Master Servicer appointed by the Indenture Trustee pursuant to the provisions hereof, provided, that the Indenture Trustee shall use its reasonable best efforts to succeed to the actual master servicing functions or find a successor Master Servicer as soon as possible but no later than 90 days after such termination; provided, that the Indenture Trustee shall continue to have the right to appoint a successor Master Servicer after such 90-day period in accordance with Section 6.02otherwise. The Master Servicer agrees to cooperate with the Separate Indenture Trustee in effecting the termination of the Master Servicer's responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Separate Indenture Trustee or other successor Master Servicer for administration by it of (i) originals or copies of all documents of the Master Servicer reasonably requested by the Indenture Trustee to enable it to assume the Master Servicer’s duties thereunder and under the Servicing Agreement; (ii) the rights and obligations of the Master Servicer under the Servicing Agreement with respect to the Mortgage Loans; (iii) all cash amounts which shall at the time be deposited credited to the Bond Account or thereafter be received by the Master Servicer or required to have been deposited by it to the Payment Account pursuant to this Master Servicing Agreement or thereafter be received with respect to the Mortgage Loans; and (iv) all 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 or any successor Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee or other successor Master Servicer to master service the Mortgage Loans properly and effectively. All reasonable costs and expenses (including, but not limited to, attorneys’ fees and disbursements) incurred by the Indenture Trustee or a successor Master Servicer in connection with its succession as Master Servicer, including amending this Master Servicing Agreement to reflect such succession as Master Servicer pursuant to this Section 6.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the terminated Master Servicer) upon presentation of reasonable documentation of such costs and expenses, and if not so paid by the predecessor Master Servicer, shall be reimbursed by the Issuing Entity pursuant to Section 6.07 of the Indenture. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to receive, out of any late collection of a payment Scheduled Payment on a Mortgage Loan which was due prior to the notice terminating the such Master Servicer’s 's rights and obligations as Master Servicer hereunder and received after such notice, that portion thereof to which the such Master Servicer would have been entitled pursuant to Sections 3.07 and 3.15Section 3(g), and any other amounts payable to the such Master Servicer hereunder the entitlement to which arose prior to the termination of its activities hereunder. The Master Servicer shall immediately notify the Indenture Trustee and the Owner Trustee in writing of any Master Servicing Default hereunder.

Master Servicing Default. If any one Any of the following events (each, acts or occurrences shall constitute a “Master Servicing Default”) shall occur and be continuingDefault by the Master Servicer under this Agreement: (i) The any failure by the Master Servicer fails to deposit in the Payment Bond Account or remit to the Trustee any amount required to be deposited by the Master Servicer pursuant to this Master Servicing Agreement payment (other than a Monthly Advance)payment required to be made under Section 5) required to be made under the terms of this Agreement, and such which failure continues shall continue unremedied for a period of three Business Days days after the date upon which written notice of such failure, requiring the same to be remedied, failure shall have been given to the Master Servicer by the Trustee, MBIA or the Issuer or to the Master Servicer, the Trustee and the Issuer by the Holders of Bonds representing more than 50% of the aggregate Principal Amount of the Bonds with the prior written consent of MBIA; or (ii) The any failure by the Master Servicer fails to observe or perform in any material respect any other material of the covenants and or agreements set forth on the part of the Master Servicer contained in this Master Servicing Agreement to be performed by itAgreement, which covenants and agreements materially affect the rights of Noteholders, and such failure continues shall continue unremedied for a period of 60 30 days after the date on which written notice of such failure, properly requiring the same to be remedied, failure shall have been given to the Master Servicer by the Indenture Trustee Trustee, MBIA or the Issuer or to the Master Servicer Servicer, the Trustee and the Indenture Trustee Issuer by the Holders of Notes aggregating at least 25Bonds representing more than 50% of the Note aggregate Principal Balance Amount of the NotesBonds with the prior written consent of MBIA provided that such 30 day period shall be extended by an additional 30 days upon delivery by the Master Servicer to the Trustee, MBIA and the Issuer of written notice of the steps being taken by the Master Servicer to remedy such failure; or (iii) There is entered against the Master Servicer a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling 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 is unstayed and in effect for a period of 60 consecutive days, or an involuntary case is commenced against the Master Servicer under any applicable insolvency or reorganization statute and the petition is not dismissed within 60 days after the commencement of the case; or (iv) The Master Servicer consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or substantially all of its property; or the Master Servicer admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations; (v) The Master Servicer assigns or delegates its duties or rights under this Master Servicing Agreement in contravention of the provisions permitting such assignment or delegation under Section 5.04; or (vi) The Master Servicer fails to deposit in the Payment Account any Monthly Advance (other than a Nonrecoverable Advance) required to be made by it, and such failure continues unremedied for a period of one Business Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer. then, and in every such case, so long as a Master Servicing Default shall not have been remedied by the Master Servicer, either the Indenture Trustee or the holders of at least 51% of the aggregate Note Principal Balance of each Class of Notes may, or may direct the Indenture Trustee to, by written notice then given to the Master Servicer, terminate all of the rights and obligations of the Master Servicer as master servicer under this Master Servicing Agreement other than its right to receive master servicing compensation and expenses for master servicing the Mortgage Loans hereunder during any period prior to the date of such termination and the Indenture Trustee, subject to written notice to the Issuing Entity may exercise any and all other remedies available at law or equity. Any such notice to the Master Servicer shall also be given to each Rating Agency, the Company and the Issuing Entity. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Master Servicing Agreement, whether with respect to the Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee, as successor Master Servicer, pursuant to and under this Section 6.01; 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. Notwithstanding the foregoing, the parties hereto and the Securityholders by their acceptance of any Security, acknowledge and agree that there will be a period of transition before the actual master servicing functions can be fully transferred to the Indenture Trustee, as successor Master Servicer, or to a successor Master Servicer appointed by the Indenture Trustee pursuant to the provisions hereof, provided, that the Indenture Trustee shall use its reasonable best efforts to succeed to the actual master servicing functions or find a successor Master Servicer as soon as possible but no later than 90 days after such termination; provided, that the Indenture Trustee shall continue to have the right to appoint a successor Master Servicer after such 90-day period in accordance with Section 6.02. 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 or other successor Master Servicer for administration by it of (i) originals or copies of all documents of the Master Servicer reasonably requested by the Indenture Trustee to enable it to assume the Master Servicer’s duties thereunder and under the Servicing Agreement; (ii) the rights and obligations of the Master Servicer under the Servicing Agreement with respect to the Mortgage Loans; (iii) all cash amounts which shall at the time be deposited by the Master Servicer or required to have been deposited by it to the Payment Account pursuant to this Master Servicing Agreement or thereafter be received with respect to the Mortgage Loans; and (iv) all 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 or any successor Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee or other successor Master Servicer to master service the Mortgage Loans properly and effectively. All reasonable costs and expenses (including, but not limited to, attorneys’ fees and disbursements) incurred by the Indenture Trustee or a successor Master Servicer in connection with its succession as Master Servicer, including amending this Master Servicing Agreement to reflect such succession as Master Servicer pursuant to this Section 6.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the terminated Master Servicer) upon presentation of reasonable documentation of such costs and expenses, and if not so paid by the predecessor Master Servicer, shall be reimbursed by the Issuing Entity pursuant to Section 6.07 of the Indenture. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to receive, out of any late collection of a payment on a Mortgage Loan which was due prior to the notice terminating the Master Servicer’s rights and obligations hereunder and received after such notice, that portion to which the Master Servicer would have been entitled pursuant to Sections 3.07 and 3.15, and any other amounts payable to the Master Servicer hereunder the entitlement to which arose prior to the termination of its activities hereunder. The Master Servicer shall immediately notify the Indenture Trustee and the Owner Trustee in writing of any Master Servicing Default hereunder.have

Master Servicing Default. If any one Any of the following events (each, acts or occurrences shall constitute a “Master Servicing Default”) shall occur and be continuingDefault by the Master Servicer under this Agreement: (i) The Master Servicer fails to deposit in the Payment Account any amount required to be deposited failure by the Master Servicer pursuant to this Master Servicing Agreement (remit any payment, other than a Monthly Servicing Advance), and required to be made by the Master Servicer under the terms of this Agreement which continues unremedied for three Business Days after the date upon which such payment was required to be made or which causes a claim to be made on the FSA Policy; (ii) the failure by the Master Servicer to make any required Servicing Advance which failure continues unremedied for a period of three Business Days 30 days after the date upon on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer; orServicer by the Issuer, the Trustee or FSA; (iiiii) The any failure on the part of the Master Servicer fails duly to observe or perform in any material respect any other material of the covenants and or agreements set forth on the part of the Master Servicer contained in this Master Servicing Agreement Agreement, or the failure of any representation and warranty made pursuant to Section 2(c) to be performed by ittrue and correct, which covenants and agreements materially affect the rights of Noteholders, and such failure continues unremedied for a period of 60 30 days (or 15 days in the case of a failure to pay the premium for any insurance policy which is required to be maintained under this Agreement) after the date on which written notice of such failure, properly requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Holders of Notes aggregating at least 25% of the Note Principal Balance of the Notes; or (iii) There is entered against the Master Servicer a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order is unstayed and in effect for a period of 60 consecutive days, or an involuntary case is commenced against the Master Servicer under any applicable insolvency or reorganization statute and the petition is not dismissed within 60 days after the commencement of the case; or (iv) The Master Servicer consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or substantially all of its property; or the Master Servicer admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations; (v) The Master Servicer assigns or delegates its duties or rights under this Master Servicing Agreement in contravention of the provisions permitting such assignment or delegation under Section 5.04; or (vi) The Master Servicer fails to deposit in the Payment Account any Monthly Advance (other than a Nonrecoverable Advance) required to be made by it, and such failure continues unremedied for a period of one Business Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee, at the direction of FSA, or by FSA or, with the consent of FSA, the Noteholders holding Voting Interests aggregating not less than 51%; (iv) a decree or order of a court or agency or supervisory authority having jurisdiction in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of 60 days; (v) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of the Master Servicer's property; (vi) the Master Servicer shall admit in writing its inability to pay its debts 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) on any Payment Date the Rolling Delinquency Percentage exceeds 15%; (viii) if on any Payment Date the Annual Loss Percentage exceeds 1.65%; or (ix) if (a) on any Payment Date occurring before May 1, 2000, the aggregate Realized Losses since the Cut-off Date exceed 1.40% of the Original Pool Principal Balance, (b) on any Payment Date on or after May 1, 2000 and before May 1, 2001, the aggregate Realized Losses since the Cut-off Date exceed 2.25% of the Original Pool Principal Balance, (c) on any Payment Date on or after May 1, 2001 and before May 1, 2002, the aggregate Realized Losses since the Cut-off Date exceed 2.60% of the Original Pool Principal Balance, (d) on any Payment Date on or after May 1, 2002 and before May 1, 2003, the aggregate Realized Losses since the Cut-off Date exceed 3.20% of the Original Pool Principal Balance, (e) on any Payment Date on or after May 1, 2003 and before May 1, 2004, the aggregate Realized Losses since the Cut-off Date exceed 3.75% of the Original Pool Principal Balance or (f) on any Payment Date on or after May 1, 2004, the aggregate Realized Losses since the Cut-off Date exceed 5.00% of the Original Pool Principal Balance. If a Master Servicing Default shall occur, then, and in each and every such case, so long as a such Master Servicing Default shall not have been remedied by the Master ServicerTrustee may with the prior written consent of FSA, either and shall at the Indenture Trustee direction of FSA or the holders Holders of at least Notes aggregating not less than 51% of all Voting Interests with the aggregate Note Principal Balance prior written consent of each Class of Notes may, or may direct the Indenture Trustee toFSA, by written notice then given in writing to the Master ServicerServicer (with a copy to each Rating Agency and FSA), and in addition to any other rights the Trustee may have on behalf of the Noteholders or FSA as a result of such Master Servicing Default, terminate all of the rights and obligations of the Master Servicer as master servicer thereafter arising under this Master Servicing Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its right to receive master servicing compensation and expenses for master servicing the Mortgage Loans hereunder during any period prior to the date of such termination and rights as a Noteholder under the Indenture Trustee, subject and its obligations which are not assumed by the Trustee pursuant to written notice to the Issuing Entity may exercise any and all other remedies available at law or equity. Any such notice to the Master Servicer shall also be given to each Rating Agency, the Company and the Issuing EntitySection 3(f). On or and after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Master Servicing Agreementas such hereunder, whether with respect to the Notes or the Mortgage Loans or otherwise, unless an alternative successor Master Servicer shall have been appointed by FSA (after consultation with the Trustee), shall pass to and be vested in the Indenture Trustee, as successor Master Servicer, pursuant to and under this Section 6.01; and, without limitation, the Indenture . 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. Notwithstanding , whether to complete the foregoing, transfer and endorsement or assignment of the parties hereto Mortgage Loans and the Securityholders by their acceptance of any Security, acknowledge and agree that there will be a period of transition before the actual master servicing functions can be fully transferred to the Indenture Trustee, as successor Master Servicerrelated documents, or to a successor Master Servicer appointed by the Indenture Trustee pursuant to the provisions hereof, provided, that the Indenture Trustee shall use its reasonable best efforts to succeed to the actual master servicing functions or find a successor Master Servicer as soon as possible but no later than 90 days after such termination; provided, that the Indenture Trustee shall continue to have the right to appoint a successor Master Servicer after such 90-day period in accordance with Section 6.02otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the Master Servicer's responsibilities and rights of the Master Servicer as such hereunder, including, without limitation, the transfer to the Indenture Trustee or other successor Master Servicer for administration by it of (i) originals or copies of all documents of the Master Servicer reasonably requested by the Indenture Trustee to enable it to assume the Master Servicer’s duties thereunder and under the Servicing Agreement; (ii) the rights and obligations of the Master Servicer under the Servicing Agreement with respect to the Mortgage Loans; (iii) all cash amounts which shall at the time be deposited credited to the Collection Account or thereafter be received by the Master Servicer or required to have been deposited by it to the Payment Account pursuant to this Master Servicing Agreement or thereafter be received as such with respect to the Mortgage Loans; and (iv) all 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 or any successor . The Master Servicer to correct any errors or insufficiencies in shall promptly provide the servicing data or otherwise to enable the Indenture Trustee or other successor Master Servicer Servicer, as applicable, at the Master Servicer's cost and expense, all documents and records reasonably requested by it to master service enable it to assume the Mortgage Loans properly and effectivelyMaster Servicer's functions hereunder. All reasonable costs and expenses (including, but not limited to, attorneys’ fees and disbursements) incurred Any collections received by the Indenture Master Servicer after such removal shall be appropriately endorsed by it and remitted directly to the Trustee or a or, at the direction of the Trustee, to the successor Master Servicer. Neither the Trustee nor any other successor Master Servicer shall be held liable by reason of any failure to make, or any delay in connection with its succession as Master Servicermaking, including amending this Master Servicing Agreement to reflect such succession as any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer pursuant to this Section 6.01 shall be paid deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the terminated Master Servicer) upon presentation of reasonable documentation of such costs and expenses, and if not so paid by the predecessor Master Servicer, shall be reimbursed by the Issuing Entity pursuant to Section 6.07 of the Indenturehereunder. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to receive, out of receive any late collection of a payment on a Mortgage Loan which was due prior to the notice terminating the Master Servicer’s rights and obligations hereunder and received after such notice, that portion to which the Master Servicer would have been entitled pursuant to Sections 3.07 and 3.15, and any other amounts payable to the such Master Servicer hereunder the entitlement to which arose prior to the termination of its activities hereunder. The Master Servicer Trustee shall immediately notify the Indenture Trustee and the Owner Trustee in writing not be required to take notice or be deemed to have notice or knowledge of any default or Master Servicing Default unless a Responsible Officer of the Trustee's corporate trust department shall have actual knowledge thereof or shall have received a notice of default from FSA or the Master Servicer. In the absence of such notice, the Trustee may conclusively assume there is no such default or Master Servicing Default. The Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer under this Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer in accordance with the terms of this Agreement or except as provided in Section 4 hereof.

Master Servicing Default. If any one Any of the following events (each, acts or occurrences shall constitute a “Master Servicing Default”) shall occur and be continuingDefault by the Master Servicer under this Agreement: (i) The any failure by the Master Servicer fails to deposit in the Payment Bond Account or remit to the Trustee any amount payment required to be deposited by made under the Master Servicer pursuant to terms of this Master Servicing Agreement (other than a Monthly Advance)Agreement, and such which failure continues shall continue unremedied for a period of three Business Days days after the date upon which written notice of such failure, requiring the same to be remedied, failure shall have been given to the Master Servicer by the Trustee or the Issuer or to the Master Servicer, the Trustee and the Issuer by the Holders of Bonds representing more than 50% of the aggregate Principal Amount of the Bonds; or (ii) The any failure by the Master Servicer fails to observe or perform in any material respect any other material of the covenants and or agreements set forth on the part of the Master Servicer contained in this Master Servicing Agreement to be performed by itAgreement, which covenants and agreements materially affect the rights of Noteholders, and such failure continues shall continue unremedied for a period of 60 30 days after the date on which written notice of such failure, properly requiring the same to be remedied, failure shall have been given to the Master Servicer by the Indenture Trustee or the Issuer or to the Master Servicer Servicer, the Trustee and the Indenture Trustee Issuer by the Holders of Notes aggregating at least 25Bonds representing more than 50% of the Note aggregate Principal Balance Amount of the NotesBonds provided that such 30 day period shall be extended by an additional 30 days upon delivery by the Master Servicer to the Trustee and the Issuer of written notice of the steps being taken by the Master Servicer to remedy such failure; or (iii) There is entered against the Master Servicer a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling 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 is shall have remained in force undischarged or unstayed and in effect for a period of 60 consecutive days, or an involuntary case is commenced against the Master Servicer under any applicable insolvency or reorganization statute and the petition is not dismissed within 60 days after the commencement of the case; or (iv) The the Master Servicer consents shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or all or substantially all of its propertythe property of the Master Servicer; or or (v) the Master Servicer admits shall admit in writing its inability to pay its debts generally as they become due, files file a petition to take advantage of of, or commence a voluntary case under, any applicable insolvency or reorganization statute, makes make an assignment for the benefit of its creditors, or voluntarily suspends suspend payment of its obligations; (v) The Master Servicer assigns or delegates its duties or rights under this Master Servicing Agreement in contravention of the provisions permitting such assignment or delegation under Section 5.04; or (vi) The any failure of the Master Servicer fails to deposit make any Master Servicer Advance in the Payment Account any Monthly Advance (other than a Nonrecoverable Advance) manner and at the time required to be made by it, and such failure pursuant to Section 4 which continues unremedied for a period of one Business Day after the date upon which written notice of such failure. If a Master Servicing Default described in clauses (i) to (v) of this Section 7(a) shall occur, requiring the same to be remedied, shall have been given to the Master Servicer. then, and in each and every such case, so long as a such Master Servicing Default shall not have been remedied by the Master ServicerTrustee may, either and shall at the Indenture Trustee or direction of the holders Holders of at least 51Bonds representing more than 50% of the aggregate Note Principal Balance Amount of each Class of Notes may, or may direct the Indenture Trustee toBonds, by written notice then given in writing to the Master ServicerServicer (with a copy to each Rating Agency), and in addition to any other rights the Trustee may have on behalf of the Bondholders as a result of such Master Servicing Default, terminate all of the rights and obligations of the Master Servicer as master servicer thereafter arising under this Master Servicing Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its right to receive master servicing compensation and expenses for master servicing the Mortgage Loans hereunder during any period prior to the date of such termination and rights as a Bondholder under the Indenture Trusteeand its obligations which are not assumed by the Trustee pursuant to clauses (i), subject to written (iii) and (v) of Section 3(g). If a Master Servicing Default described in clause (vi) shall occur, the Trustee shall, by notice to the Issuing Entity may exercise any and all other remedies available at law or equity. Any such notice in writing to the Master Servicer shall also be given to each Rating Agency, the Company and the Issuing EntityIssuer, terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Bondholder under the Indenture and its obligations which are not assumed by the Trustee pursuant to clauses (i), (iii) and (v) of Section 3(g). On or and after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Master Servicing Agreementhereunder, whether with respect to the Notes or the Mortgage Loans or otherwise, unless an alternative successor Master Servicer reasonably acceptable to the Issuer shall have been appointed, shall pass to and be vested in the Indenture Trustee, as successor . The Trustee shall thereupon make any Master Servicer, pursuant Servicer Advance described in clause (vi) subject to and under this clause (ii) of the first sentence of Section 6.01; and, without limitation, the Indenture 3(g). 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. Notwithstanding , whether to complete the foregoing, transfer and endorsement or assignment of the parties hereto Mortgage Loans and the Securityholders by their acceptance of any Security, acknowledge and agree that there will be a period of transition before the actual master servicing functions can be fully transferred to the Indenture Trustee, as successor Master Servicerrelated documents, or to a successor Master Servicer appointed by the Indenture Trustee pursuant to the provisions hereof, provided, that the Indenture Trustee shall use its reasonable best efforts to succeed to the actual master servicing functions or find a successor Master Servicer as soon as possible but no later than 90 days after such termination; provided, that the Indenture Trustee shall continue to have the right to appoint a successor Master Servicer after such 90-day period in accordance with Section 6.02otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the Master Servicer's responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee or other successor Master Servicer for administration by it of (i) originals or copies of all documents of the Master Servicer reasonably requested by the Indenture Trustee to enable it to assume the Master Servicer’s duties thereunder and under the Servicing Agreement; (ii) the rights and obligations of the Master Servicer under the Servicing Agreement with respect to the Mortgage Loans; (iii) all cash amounts which shall at the time be deposited credited to the Bond Account or thereafter be received by the Master Servicer or required to have been deposited by it to the Payment Account pursuant to this Master Servicing Agreement or thereafter be received with respect to the Mortgage Loans; and (iv) all 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 or any successor Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee or other successor Master Servicer to master service the Mortgage Loans properly and effectively. All reasonable costs and expenses (including, but not limited to, attorneys’ fees and disbursements) incurred by the Indenture Trustee or a successor Master Servicer in connection with its succession as Master Servicer, including amending this Master Servicing Agreement to reflect such succession as Master Servicer pursuant to this Section 6.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the terminated Master Servicer) upon presentation of reasonable documentation of such costs and expenses, and if not so paid by the predecessor Master Servicer, shall be reimbursed by the Issuing Entity pursuant to Section 6.07 of the Indenture. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to receive, out of any late collection of a payment Scheduled Payment on a Mortgage Loan which was due prior to the notice terminating the such Master Servicer’s 's rights and obligations as Master Servicer hereunder and received after such notice, that portion thereof to which the such Master Servicer would have been entitled pursuant to Sections 3.07 and 3.15Section 3(g), and any other amounts payable to the such Master Servicer hereunder the entitlement to which arose prior to the termination of its activities hereunder. The Master Servicer shall immediately notify the Indenture Trustee and the Owner Trustee in writing of any Master Servicing Default hereunder.

Master Servicing Default. If any one of the following events (each, a “Master Servicing Default”) shall occur and be continuing: (i) The Master Servicer fails to deposit in the Payment Account any amount required to be deposited by the Master Servicer pursuant to this Master Servicing Agreement (other than a Monthly Advance), and such failure continues unremedied for a period of three Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer; or (ii) The Master Servicer fails to observe or perform in any material respect any other material covenants and agreements set forth in this Master Servicing Agreement to be performed by it, which covenants and agreements materially affect the rights of NoteholdersSecurityholders, and such failure continues unremedied for a period of 60 days after the date on which written notice of such failure, properly requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Holders of Notes Securities aggregating at least 25% of the Note Principal Balance or Certificate Principal Balance, as applicable, of the NotesSecurities; or (iii) There is entered against the Master Servicer a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order is unstayed and in effect for a period of 60 consecutive days, or an involuntary case is commenced against the Master Servicer under any applicable insolvency or reorganization statute and the petition is not dismissed within 60 days after the commencement of the case; or (iv) The Master Servicer consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or substantially all of its property; or the Master Servicer admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations; (v) The Master Servicer assigns or delegates its duties or rights under this Master Servicing Agreement in contravention of the provisions permitting such assignment or delegation under Section 5.04; or (vi) The Master Servicer fails to deposit in the Payment Account any Monthly Advance (other than a Nonrecoverable Advance) required to be made by it, and such failure continues unremedied for a period of one Business Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer. then, and in every such case, so long as a Master Servicing Default shall not have been remedied by the Master Servicer, either the Indenture Trustee or the holders of at least 51% of the aggregate Note Principal Balance or Certificate Principal Balance, as applicable, of each Class of Notes Securities may, or may direct the Indenture Trustee to, by written notice then given to the Master Servicer, terminate all of the rights and obligations of the Master Servicer as master servicer under this Master Servicing Agreement other than its right to receive master servicing compensation and expenses for master servicing the Mortgage Loans hereunder during any period prior to the date of such termination and the Indenture Trustee, subject to written notice to the Issuing Entity may exercise any and all other remedies available at law or equity. Any such notice to the Master Servicer shall also be given to each Rating Agency, the Company and the Issuing Entity. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Master Servicing Agreement, whether with respect to the Notes Securities or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee, as successor Master Servicer, pursuant to and under this Section 6.01; 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. Notwithstanding the foregoing, the parties hereto and the Securityholders by their acceptance of any Security, acknowledge and agree that there will be a period of transition before the actual master servicing functions can be fully transferred to the Indenture Trustee, as successor Master Servicer, or to a successor Master Servicer appointed by the Indenture Trustee pursuant to the provisions hereof, provided, that the Indenture Trustee shall use its reasonable best efforts to succeed to the actual master servicing functions or find a successor Master Servicer as soon as possible but no later than 90 days after such termination; provided, that the Indenture Trustee shall continue to have the right to appoint a successor Master Servicer after such 90-day period in accordance with Section 6.02. 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 or other successor Master Servicer for administration by it of (i) originals or copies of all documents of the Master Servicer reasonably requested by the Indenture Trustee to enable it to assume the Master Servicer’s duties thereunder and under the Servicing Agreement; (ii) the rights and obligations of the Master Servicer under the Servicing Agreement with respect to the Mortgage Loans; (iii) all cash amounts which shall at the time be deposited by the Master Servicer or required to have been deposited by it to the Payment Account pursuant to this Master Servicing Agreement or thereafter be received with respect to the Mortgage Loans; and (iv) all 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 or any successor Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Indenture Trustee or other successor Master Servicer to master service the Mortgage Loans properly and effectively. All reasonable costs and expenses (including, but not limited to, attorneys’ fees and disbursements) incurred by the Indenture Trustee or a successor Master Servicer in connection with its succession as Master Servicer, including amending this Master Servicing Agreement to reflect such succession as Master Servicer pursuant to this Section 6.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the terminated Master Servicer) upon presentation of reasonable documentation of such costs and expenses, and if not so paid by the predecessor Master Servicer, shall be reimbursed by the Issuing Entity pursuant to Section 6.07 of the Indenture. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to receive, out of any late collection of a payment on a Mortgage Loan which was due prior to the notice terminating the Master Servicer’s rights and obligations hereunder and received after such notice, that portion to which the Master Servicer would have been entitled pursuant to Sections 3.07 and 3.15, and any other amounts payable to the Master Servicer hereunder the entitlement to which arose prior to the termination of its activities hereunder. The Master Servicer shall immediately notify the Indenture Trustee and the Owner Trustee in writing of any Master Servicing Default hereunder.