Common use of Performance of Obligations; Servicing Agreement Clause in Contracts

Performance of Obligations; Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Master Servicer is expressly permitted to take in the Servicing Agreement. The Indenture Trustee, as pledgee of the Mortgage Loans, shall be able to exercise the rights Issuer and the Mortgage Loans holder, to direct the actions of the Master Servicer. (d) The Issuer shall at all times retain an Administrator (approved by the Credit Enhancer under the Administration Agreement) and may enter into contracts with other Persons for the performance of the Issuer's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the Issuer.

Performance of Obligations; Servicing Agreement. (a) The Issuer Issuing Entity will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. (b) The Issuer Issuing Entity may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer Issuing Entity shall be deemed to be action taken by the IssuerIssuing Entity. Initially, the Issuer Issuing Entity has contracted with the Administrator to assist the Issuer Issuing Entity in performing its duties under this Indenture. (c) The Issuer Issuing Entity will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Master Servicer is expressly permitted to take in the Servicing Agreement. The Indenture Trustee, as pledgee of the Mortgage Loans, shall be able to exercise the rights Issuer Issuing Entity and the Mortgage Loans holder, to direct the actions of the Master Servicer. (d) The Issuer Issuing Entity shall at all times retain an Administrator (approved by the Credit Enhancer under the Administration Agreement) and may enter into contracts with other Persons for the performance of the IssuerIssuing Entity's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the IssuerIssuing Entity.

Performance of Obligations; Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Master Servicer is expressly permitted to take in the Servicing Agreement. The Indenture Trustee, as pledgee of the Mortgage Loans, shall be able to exercise the rights Issuer and the Mortgage Loans holder, to direct the actions of the Master Servicer. (d) The Issuer shall at all times retain an Administrator (approved by the Credit Enhancer Note Insurer under the Administration Agreement) and may enter into contracts with other Persons for the performance of the Issuer's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the Issuer.

Performance of Obligations; Servicing Agreement. (a) The Issuer Issuing Entity will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. (b) The Issuer Issuing Entity may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer Issuing Entity shall be deemed to be action taken by the IssuerIssuing Entity. Initially, the Issuer Issuing Entity has contracted with the Administrator to assist the Issuer Issuing Entity in performing its duties under this Indenture. (c) The Issuer Issuing Entity will not take any action or permit any action to be taken by others which would release any Person from any of such Person's ’s covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Master Servicer is expressly permitted to take in the Servicing Agreement. The Indenture Trustee, as pledgee of the Mortgage Loans, shall be able to exercise the rights Issuer Issuing Entity and the Mortgage Loans holder, to direct the actions of the Master Servicer. (d) The Issuer Issuing Entity shall at all times retain an Administrator (approved by the Credit Enhancer under the Administration Agreement) and may enter into contracts with other Persons for the performance of the Issuer's Issuing Entity’s obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the IssuerIssuing Entity.

Performance of Obligations; Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust EstateServicing Agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans Account Documents or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans Account Documents, or any such instrument, except for such actions as the Master Servicer is that are expressly permitted to take provided for in the Servicing Agreement. (c) If the Issuer shall have knowledge of the occurrence a Servicing Default, the Issuer shall promptly notify the Trustee thereof, and shall specify in such notice the action, if any, the Issuer is taking in respect of such Servicing Default. The Indenture TrusteeIf any Servicing Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Accounts, as pledgee the Issuer may remedy such failure, provided that if any Servicing Default arises from the failure by the Servicer to comply with requirements imposed upon it under Section 2.12 of the Servicing Agreement regarding advances for taxes, assessments and other charges against the Mortgaged Property or under Section 2.13 of the Servicing Agreement with respect to hazard insurance for the Mortgaged Properties securing the Mortgage Loans, the Issuer shall promptly pay such taxes, assessments or other charges or such premiums or obtain substitute insurance coverage meeting the requirements of said Section 2.13. So long as any Servicing Default shall be able continuing, the Trustee may, and upon the direction of the Holders of Notes entitled to exercise more than 50% of the Voting Rights the Trustee shall, terminate all of the rights Issuer and the Mortgage Loans holder, to direct the actions powers of the Master ServicerServicer under the Servicing Agreement pursuant to Section 5.01 of the Servicing Agreement or take any other action with respect to such Servicing Default as is permitted under said Section 5.01. Unless granted or permitted by the Holders of Notes to the extent provided above, the Issuer may not waive any such Servicing Default or terminate the rights and powers of the Servicer under the Servicing Agreement. (d) Upon any termination of the Servicer's rights and powers pursuant to Section 5.01 of the Servicing Agreement, the Trustee shall appoint, or shall petition a court of competent jurisdiction to appoint, a successor servicer or upon the occurrence of a Trigger Event, the Trustee may appoint such successor servicer (the "Successor Servicer"). The Trustee may appoint itself Successor Servicer. Pending the appointment of a Successor Servicer as provided above, the Trustee shall be the Successor Servicer (subject to and in accordance with the Standby Servicing Agreement). Upon any termination of the Servicer's rights and powers pursuant to Section 5.01 of the Servicing Agreement or upon the occurrence of a Trigger Event, all rights, powers, duties and responsibilities of the Servicer with respect to the Accounts shall vest in and be assumed by the Successor Servicer, and the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to the Accounts under the Servicing Agreement. Upon any such termination, the Successor Servicer, or if the Trustee so elects upon a Trigger Event, the Trustee, is hereby authorized to mail a notice to each Obligor directing each such Obligor to mail all Monthly Payments to the Successor Servicer or its agent at the address specified in such notice. In connection with any such appointment, the Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, and the Issuer shall enter into an agreement with such successor for the servicing of the Accounts, such agreement to be substantially similar to the Servicing Agreement or otherwise acceptable to the Trustee; provided that any such compensation of the Successor Servicer shall not be in excess of [ ]% of the Servicing Fee payable to the Servicer under the Servicing Agreement. (e) The Issuer shall at all times retain an Administrator (approved by the Credit Enhancer under the Administration Agreement) and may enter into contracts with other Persons for the performance of the Issuer's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the Issuer.

Performance of Obligations; Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Master Servicer is expressly permitted to take in the Servicing Agreement. The Indenture Trustee, as pledgee of the Mortgage Loans, shall be able to exercise the rights Issuer and the Mortgage Loans holder, to direct the actions of the Master Servicer. (d) The Issuer shall at all times retain an Administrator (approved by the Credit Enhancer Note Insurer under the Administration Agreement) and may enter into contracts with other Persons for the performance of the Issuer's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the Issuer.

Performance of Obligations; Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document, including without limitation the Servicing Agreement or any provision thereof without the consent of the Indenture Trustee or the Holders of at least a majority of the Security Balances of the Notes, the Master Servicer and the Credit Enhancer. Upon the taking of any such action with respect to any Basic Document the Issuer shall give written notice thereof to the Rating Agencies. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Master Servicer is expressly permitted to take in the Servicing Agreement. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Indenture Trustee thereof, and shall specify in such notice the action, if any, the Issuer is taking in respect of such Event of Servicing Termination. If such Event of Servicing Termination arises from the failure of the Master Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Mortgage Loans, the Issuer may remedy such failure, provided that if such Event of Servicing Termination arises from the failure by the Master Servicer to comply with requirements imposed upon it under Section 3.04 of the Servicing Agreement with respect to hazard insurance for the Mortgaged Properties securing the Mortgage Loans, the Issuer shall promptly, as the case may be, pay such premiums or obtain substitute insurance coverage meeting the requirements of said Section 3.04. So long as any such Event of Servicing Termination shall be continuing, the Indenture Trustee may exercise its remedies set forth in Section 7.01 of the Servicing Agreement. Unless granted or permitted by the Credit Enhancer or the Holders of Securities to the extent provided above, the Issuer may not waive any such Event of Servicing Termination or terminate the rights and powers of the Master Servicer under the Servicing Agreement. (e) Upon any termination of the Master Servicer's rights and powers pursuant to Section 7.01 of the Servicing Agreement, all rights, powers, duties and responsibilities of the Master Servicer with respect to the Mortgage Loans shall vest in and be assumed by the Indenture Trustee, and the Indenture Trustee shall be the successor in all respect to the Master Servicer in its capacity as servicer with respect to the Mortgage Loans under the Servicing Agreement. Upon any such termination, the Indenture Trustee is hereby authorized, and the Indenture Trustee hereby agrees, to mail a notice to each Mortgagor directing each such Mortgagor to mail all payments in respect of the related Mortgage Loan to the Indenture Trustee or its agent at the address specified in such notice. The Indenture Trustee may resign as the Master Servicer by giving written notice of such resignation to the Issuer and the Credit Enhancer and in such event will be released from such duties and obligations, such release to be effective on the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer, satisfactory in all respects to the Indenture Trustee and the Credit Enhancer, which shall enter into a servicing agreement with the Issuer and the Indenture Trustee, such agreement to be not less favorable to the Credit Enhancer in its reasonable judgment, or the Noteholders if a Credit Enhancer Default shall have occurred and be continuing, than the Servicing Agreement in any material respect. If, within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a successor servicer acceptable to the Credit Enhancer to service the Mortgage Loans. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as pledgee it and such successor shall agree, and the Issuer shall enter into an agreement with such successor for the servicing of the Mortgage Loans, such agreement to be substantially similar to the Servicing Agreement or otherwise acceptable to the Credit Enhancer; provided that any such compensation of the successor servicer unless otherwise agreed to by the Credit Enhancer, shall not be able in excess of the Servicing Fee payable to exercise the rights Issuer and Master Servicer under the Servicing Agreement. If the Indenture Trustee shall succeed to the Master Servicer's duties as servicer of the Mortgage Loans holderas provided herein, to direct the actions of the Master Servicerit shall do so in its individual capacity and not in its capacity as Indenture Trustee. (df) The Issuer shall at all times retain an Administrator (approved by the Credit Enhancer under the Administration Agreement) and may enter into contracts with other Persons for the performance of the Issuer's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the Issuer.

Performance of Obligations; Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person's ’s covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Master Servicer is expressly permitted to take in the Servicing Agreement. The Indenture Trustee, as pledgee of the Mortgage Loans, shall be able to exercise the rights Issuer and the Mortgage Loans holder, to direct the actions of the Master Servicer. (d) The Issuer shall at all times retain an Administrator (approved by the Credit Enhancer Note Insurer under the Administration Agreement) and may enter into contracts with other Persons for the performance of the Issuer's ’s obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the Issuer.

Performance of Obligations; Servicing Agreement. (a) The Issuer Issuing Entity will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. (b) The Issuer Issuing Entity may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer Issuing Entity shall be deemed to be action taken by the IssuerIssuing Entity. Initially, the Issuer Issuing Entity has contracted with the Administrator to assist the Issuer Issuing Entity in performing its duties under this Indenture. (c) The Issuer Issuing Entity will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Master Servicer is expressly permitted to take in the Servicing Agreement. The Indenture Trustee, as pledgee of the Mortgage Loans, shall be able to exercise the rights Issuer Issuing Entity and the Mortgage Loans holder, to direct the actions of the Master Servicer. (d) The Issuer Issuing Entity shall at all times retain an Administrator (approved by the Credit Enhancer under the Administration Agreement) and may enter into contracts with other Persons for the performance of the IssuerIssuing Entity's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the IssuerIssuing Entity.

Performance of Obligations; Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust EstateServicing Agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans Account Documents or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans Account Documents, or any such instrument, except for such actions as the Master Servicer is that are expressly permitted to take provided for in the Servicing Agreement. The Indenture Trustee, as pledgee . (c) If the Issuer shall have knowledge of the Mortgage Loansoccurrence a Servicing Default, the Issuer shall promptly notify the Indenture Trustee thereof, and shall specify in such notice the action, if any, the Issuer is taking in respect of such Servicing Default. If any Servicing Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Accounts, the Issuer may remedy such failure, provided that if any Servicing Default arises from the failure by the Servicer to comply with requirements imposed upon it under Section 2.12 of the Servicing Agreement regarding advances for taxes, assessments and other charges against the Mortgaged Property or under Section 2.13 of the Servicing Agreement with respect to hazard insurance for the Mortgaged Properties, the Issuer shall promptly pay such taxes, assessments or other charges or such premiums or obtain substitute insurance coverage meeting the requirements of said Section 2.13. So long as any Servicing Default shall be able continuing, the Indenture Trustee may, and upon the direction of the Holders of Notes entitled to exercise more than 50% of the aggregate Voting Rights of all Classes voting together as a single class shall, terminate all of the rights Issuer and the Mortgage Loans holder, to direct the actions powers of the Master ServicerServicer under the Servicing Agreement pursuant to Section 5.01 of the Servicing Agreement or take any other action with respect to such Servicing Default as is permitted under said Section 5.01. Unless granted or permitted by the Holders of Notes to the extent provided above, the Issuer may not waive any such Servicing Default or terminate the rights and powers of the Servicer under the Servicing Agreement. (d) Upon any termination of the Servicer's rights and powers pursuant to Section 5.01 of the Servicing Agreement, the Indenture Trustee shall appoint, or shall petition a court of competent jurisdiction to appoint, a successor servicer or upon the occurrence of a Trigger Event, the Indenture Trustee may appoint such successor servicer (the "Successor Servicer"). Upon the termination of the Servicer's rights and powers pursuant to Section 5.01 of the Servicing Agreement, pending the appointment of a Successor Servicer, Xxxxxx Loan Servicing LP, a Delaware limited partnership, shall be the Successor Servicer (subject to and in accordance with the Standby Servicing Agreement). Upon any termination of the Servicer's rights and powers pursuant to Section 5.01 of the Servicing Agreement or upon the occurrence of a Trigger Event, all rights, powers, duties and responsibilities of the Servicer with respect to the Accounts shall vest in and be assumed by the Successor Servicer, and the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to the Accounts under the Servicing Agreement. If the Indenture Trustee has appointed a Successor Servicer upon the occurrence of a Trigger Event, no such termination of the Servicer's rights and powers shall be effective until a Successor Servicer has assumed all the rights, powers, duties and responsibilities of the Servicer with respect to the Accounts. Upon any such termination, the Successor Servicer, or if the Indenture Trustee so elects upon a Trigger Event, the Indenture Trustee, is hereby authorized to mail a notice to each Obligor directing each such Obligor to mail all Monthly Payments to the Successor Servicer or its agent at the address specified in such notice. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, and the Issuer shall enter into an agreement with such successor for the servicing of the Accounts, such agreement to be substantially similar to the Servicing Agreement or otherwise acceptable to the Indenture Trustee. (e) The Issuer shall at all times retain an Administrator (approved by the Credit Enhancer under the Administration Agreement) and may enter into contracts with other Persons for the performance of the Issuer's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the Issuer.

Performance of Obligations; Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Master Servicer is expressly permitted to take in the Servicing Agreement. The Indenture Trustee, as pledgee of the Mortgage LoansCollateral, shall be able to exercise the rights of the Issuer and the Mortgage Loans holder, to direct the actions of the Master ServicerServicer pursuant to the Servicing Agreement. (d) The Issuer shall at all times may retain an Administrator (approved by the Credit Enhancer under the Administration Agreement) administrator and may enter into contracts with other Persons for the performance of the Issuer's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the Issuer.

Performance of Obligations; Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust EstateServicing Agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans Account Documents or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans Account Documents, or any such instrument, except for such actions as the Master Servicer is that are expressly permitted to take provided for in the Servicing Agreement. (c) If the Issuer shall have knowledge of the occurrence a Servicing Default, the Issuer shall promptly notify the Trustee thereof, and shall specify in such notice the action, if any, the Issuer is taking in respect of such Servicing Default. The Indenture TrusteeIf any Servicing Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Accounts, as pledgee the Issuer may remedy such failure, provided that if any Servicing Default arises from the failure by the Servicer to comply with requirements imposed upon it under Section 2.12 of the Servicing Agreement regarding advances for taxes, assessments and other charges against the Mortgaged Property or under Section 2.13 of the Servicing Agreement with respect to hazard insurance for the Mortgaged Properties securing the Mortgage Loans, the Issuer shall promptly pay such taxes, assessments or other charges or such premiums or obtain substitute insurance coverage meeting the requirements of said Section 2.13. So long as any Servicing Default shall be able continuing, the Trustee may, and upon the direction of the Holders of Notes entitled to exercise more than 50% of the Voting Rights the Trustee shall, terminate all of the rights Issuer and the Mortgage Loans holder, to direct the actions powers of the Master ServicerServicer under the Servicing Agreement pursuant to Section 5.01 of the Servicing Agreement or take any other action with respect to such Servicing Default as is permitted under said Section 5.01. Unless granted or permitted by the Holders of Notes to the extent provided above, the Issuer may not waive any such Servicing Default or terminate the rights and powers of the Servicer under the Servicing Agreement. (d) Upon any termination of the Servicer's rights and powers pursuant to Section 5.01 of the Servicing Agreement, the Trustee shall appoint, or shall petition a court of competent jurisdiction to appoint, a successor servicer or upon the occurrence of a Trigger Event, the Trustee may appoint such successor servicer (the "Successor Servicer"). The Trustee may appoint itself Successor Servicer. Pending the appointment of a Successor Servicer as provided above, the Trustee shall be the Successor Servicer. Upon any termination of the Servicer's rights and powers pursuant to Section 5.01 of the Servicing Agreement or upon the occurrence of a Trigger Event, all rights, powers, duties and responsibilities of the Servicer with respect to the Accounts shall vest in and be assumed by the Successor Servicer, and the Successor Servicer shall be the successor in all respects to the Servicer in its capacity as servicer with respect to the Accounts under the Servicing Agreement. Upon any such termination, the Successor Servicer, or if the Trustee so elects upon a Trigger Event, the Trustee, is hereby authorized to mail a notice to each Obligor directing each such Obligor to mail all Monthly Payments to the Successor Servicer or its agent at the address specified in such notice. In connection with any such appointment, the Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, and the Issuer shall enter into an agreement with such successor for the servicing of the Accounts, such agreement to be substantially similar to the Servicing Agreement or otherwise acceptable to the Trustee; provided that any such compensation of the Successor Servicer shall not be in excess of [ ]% of the Servicing Fee payable to the Servicer under the Servicing Agreement. (e) The Issuer shall at all times retain an Administrator (approved by the Credit Enhancer under the Administration Agreement) and may enter into contracts with other Persons for the performance of the Issuer's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the Issuer.

Performance of Obligations; Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the The Trust Estate. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans Class A Ownership Interest or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Master Servicer is expressly permitted to take in the Servicing Agreement. The Indenture Trustee, as pledgee of the Mortgage LoansClass A Ownership Interest, shall be able to exercise the rights Issuer and of the Mortgage Loans Class A Ownership Interest holder, as managing member of the 199__-____ Trust LLC, to direct the actions of the Master Servicer. (d) The Issuer shall at all times retain an Administrator (approved by the Credit Enhancer under the Administration Agreement) and may enter into contracts with other Persons for the performance of the Issuer's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the Issuer.

Performance of Obligations; Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document, including without limitation the Servicing Agreement or any provision thereof without the consent of the Indenture Trustee or the Holders of at least a majority of the Security Balances of the Notes, the Master Servicer and the Credit Enhancer. Upon the taking of any such action with respect to any Basic Document the Issuer shall give written notice thereof to the Rating Agencies. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's ’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person's ’s covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Master Servicer is expressly permitted to take in the Servicing Agreement. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Indenture Trustee thereof, and shall specify in such notice the action, if any, the Issuer is taking in respect of such Event of Servicing Termination. If such Event of Servicing Termination arises from the failure of the Master Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Mortgage Loans, the Issuer may remedy such failure, provided that if such Event of Servicing Termination arises from the failure by the Master Servicer to comply with requirements imposed upon it under Section 3.04 of the Servicing Agreement with respect to hazard insurance for the Mortgaged Properties securing the Mortgage Loans, the Issuer shall promptly, as the case may be, pay such premiums or obtain substitute insurance coverage meeting the requirements of said Section 3.04. So long as any such Event of Servicing Termination shall be continuing, the Indenture Trustee may exercise its remedies set forth in Section 7.01 of the Servicing Agreement. Unless granted or permitted by the Credit Enhancer or the Holders of Securities to the extent provided above, the Issuer may not waive any such Event of Servicing Termination or terminate the rights and powers of the Master Servicer under the Servicing Agreement. (e) Upon any termination of the Master Servicer’s rights and powers pursuant to Section 7.01 of the Servicing Agreement, all rights, powers, duties and responsibilities of the Master Servicer with respect to the Mortgage Loans shall vest in and be assumed by the Indenture Trustee, and the Indenture Trustee shall be the successor in all respect to the Master Servicer in its capacity as servicer with respect to the Mortgage Loans under the Servicing Agreement. Upon any such termination, the Indenture Trustee is hereby authorized, and the Indenture Trustee hereby agrees, to mail a notice to each Mortgagor directing each such Mortgagor to mail all payments in respect of the related Mortgage Loan to the Indenture Trustee or its agent at the address specified in such notice. The Indenture Trustee may resign as the Master Servicer by giving written notice of such resignation to the Issuer and the Credit Enhancer and in such event will be released from such duties and obligations, such release to be effective on the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer, satisfactory in all respects to the Indenture Trustee and the Credit Enhancer, which shall enter into a servicing agreement with the Issuer and the Indenture Trustee, such agreement to be not less favorable to the Credit Enhancer in its reasonable judgment, or the Noteholders if a Credit Enhancer Default shall have occurred and be continuing, than the Servicing Agreement in any material respect. If, within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a successor servicer acceptable to the Credit Enhancer to service the Mortgage Loans. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as pledgee it and such successor shall agree, and the Issuer shall enter into an agreement with such successor for the servicing of the Mortgage Loans, such agreement to be substantially similar to the Servicing Agreement or otherwise acceptable to the Credit Enhancer; provided that any such compensation of the successor servicer unless otherwise agreed to by the Credit Enhancer, shall not be able in excess of the Servicing Fee payable to exercise the rights Issuer and Master Servicer under the Servicing Agreement. If the Indenture Trustee shall succeed to the Master Servicer’s duties as servicer of the Mortgage Loans holderas provided herein, to direct the actions of the Master Servicerit shall do so in its individual capacity and not in its capacity as Indenture Trustee. (df) The Issuer shall at all times retain an Administrator (approved by the Credit Enhancer under the Administration Agreement) and may enter into contracts with other Persons for the performance of the Issuer's ’s obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the Issuer.

Performance of Obligations; Servicing Agreement. (a) The Issuer Issuing Entity will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. Except as otherwise expressly provided therein, the Issuing Entity shall not waive, amend, modify, supplement or terminate any Basic Document, including without limitation the Servicing Agreement or any provision thereof without the consent of the Indenture Trustee or the Holders of at least a majority of the Security Balances of the Notes, the Master Servicer and the Credit Enhancer. Upon the taking of any such action with respect to any Basic Document the Issuing Entity shall give written notice thereof to the Rating Agencies. (b) The Issuer Issuing Entity may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer Issuing Entity shall be deemed to be action taken by the IssuerIssuing Entity. Initially, the Issuer Issuing Entity has contracted with the Administrator to assist the Issuer Issuing Entity in performing its duties under this Indenture. (c) The Issuer Issuing Entity will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Master Servicer is expressly permitted to take in the Servicing Agreement. (d) If the Issuing Entity shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuing Entity shall promptly notify the Indenture Trustee thereof, and shall specify in such notice the action, if any, the Issuing Entity is taking in respect of such Event of Servicing Termination. If such Event of Servicing Termination arises from the failure of the Master Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Mortgage Loans, the Issuing Entity may remedy such failure, provided that if such Event of Servicing Termination arises from the failure by the Master Servicer to comply with requirements imposed upon it under Section 3.04 of the Servicing Agreement with respect to hazard insurance for the Mortgaged Properties securing the Mortgage Loans, the Issuing Entity shall promptly, as the case may be, pay such premiums or obtain substitute insurance coverage meeting the requirements of said Section 3.04. So long as any such Event of Servicing Termination shall be continuing, the Indenture Trustee may exercise its remedies set forth in Section 7.01 of the Servicing Agreement. Unless granted or permitted by the Credit Enhancer or the Holders of Securities to the extent provided above, the Issuing Entity may not waive any such Event of Servicing Termination or terminate the rights and powers of the Master Servicer under the Servicing Agreement. (e) Upon any termination of the Master Servicer's rights and powers pursuant to Section 7.01 of the Servicing Agreement, all rights, powers, duties and responsibilities of the Master Servicer with respect to the Mortgage Loans shall vest in and be assumed by the Indenture Trustee, and the Indenture Trustee shall be the successor in all respect to the Master Servicer in its capacity as servicer with respect to the Mortgage Loans under the Servicing Agreement. Upon any such termination, the Indenture Trustee is hereby authorized, and the Indenture Trustee hereby agrees, to mail a notice to each Mortgagor directing each such Mortgagor to mail all payments in respect of the related Mortgage Loan to the Indenture Trustee or its agent at the address specified in such notice. The Indenture Trustee may resign as the Master Servicer by giving written notice of such resignation to the Issuing Entity and the Credit Enhancer and in such event will be released from such duties and obligations, such release to be effective on the date a new servicer enters into a servicing agreement with the Issuing Entity as provided below. Upon delivery of any such notice to the Issuing Entity, the Issuing Entity shall obtain a new servicer, satisfactory in all respects to the Indenture Trustee and the Credit Enhancer, which shall enter into a servicing agreement with the Issuing Entity and the Indenture Trustee, such agreement to be not less favorable to the Credit Enhancer in its reasonable judgment, or the Noteholders if a Credit Enhancer Default shall have occurred and be continuing, than the Servicing Agreement in any material respect. If, within 30 days after the delivery of the notice referred to above, the Issuing Entity shall not have obtained such new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a successor servicer acceptable to the Credit Enhancer to service the Mortgage Loans. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as pledgee it and such successor shall agree, and the Issuing Entity shall enter into an agreement with such successor for the servicing of the Mortgage Loans, such agreement to be substantially similar to the Servicing Agreement or otherwise acceptable to the Credit Enhancer; provided that any such compensation of the successor servicer unless otherwise agreed to by the Credit Enhancer, shall not be able in excess of the Servicing Fee payable to exercise the rights Issuer and Master Servicer under the Servicing Agreement. If the Indenture Trustee shall succeed to the Master Servicer's duties as servicer of the Mortgage Loans holderas provided herein, to direct the actions of the Master Servicerit shall do so in its individual capacity and not in its capacity as Indenture Trustee. (df) The Issuer Issuing Entity shall at all times retain an Administrator (approved by the Credit Enhancer under the Administration Agreement) and may enter into contracts with other Persons for the performance of the IssuerIssuing Entity's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the IssuerIssuing Entity.

Performance of Obligations; Servicing Agreement. (a) The Issuer Issuing Entity will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. (b) The Issuer Issuing Entity may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer Issuing Entity shall be deemed to be action taken by the IssuerIssuing Entity. Initially, the Issuer Issuing Entity has contracted with the Administrator to assist the Issuer Issuing Entity in performing its duties under this Indenture. (c) The Issuer Issuing Entity will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Master Servicer is expressly permitted to take in the Servicing Agreement. The Indenture Trustee, as pledgee of the Mortgage Loans, shall be able to exercise the rights Issuer of the Issuing Entity and the holder of the Mortgage Loans holderLoans, to direct the actions of the Master Servicer. (d) The Issuer Issuing Entity shall at all times retain an Administrator (approved by the Credit Enhancer under the Administration Agreement) and may enter into contracts with other Persons for the performance of the IssuerIssuing Entity's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the IssuerIssuing Entity.

Performance of Obligations; Servicing Agreement. (a) The Issuer Issuing Entity will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. (b) The Issuer Issuing Entity may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer Issuing Entity shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this IndentureIssuing Entity. (c) The Issuer Issuing Entity will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Master Servicer is expressly permitted to take in the Servicing Agreement. The Indenture Trustee, as pledgee of the Mortgage Loans, shall be able to exercise the rights Issuer and the Mortgage Loans holder, to direct the actions of the Master Servicer. (d) The Issuer shall at all times Issuing Entity may retain an Administrator (approved by the Credit Enhancer under the Administration Agreement) administrator and may enter into contracts with other Persons for the performance of the IssuerIssuing Entity's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the IssuerIssuing Entity.

Performance of Obligations; Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will not take any action or and will use its Best Efforts not to permit any action to be taken by others which that would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans Files or under any instrument included in the Trust Estate, or which that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating or instruments contained in the Mortgage Files, except as expressly permitted in this Indenture, the Servicing Agreement or such document included in the Mortgage File or other instrument or unless such action will not adversely affect the interests of the Holders of the Bonds. (b) If the Issuer shall have knowledge of the occurrence of a default under the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Bond Insurer and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. (c) Upon any termination of the Servicer's rights and powers pursuant to the Servicing Agreement, the rights and powers of the Servicer with respect to the Mortgage Loans or any shall vest in the Indenture Trustee, and the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer with respect to such instrumentMortgage Loans under the Servicing Agreement, except such actions until the Indenture Trustee shall have appointed, with the consent of the Issuer, the Bond Insurer and the Rating Agencies, a new servicer to serve as successor to the Master Servicer is expressly permitted to take in under the Servicing Agreement. The Upon appointment of a successor Servicer, the Indenture Trustee, the Issuer and such Servicer shall enter into a Servicing Agreement in a form substantially similar to the Servicing Agreement. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as pledgee it and such successor shall agree, but in no event shall such compensation of the Mortgage Loans, shall successor Servicer (including the Indenture Trustee) be able in excess of that payable to exercise the rights Issuer and original Servicer under the Mortgage Loans holder, to direct the actions of the Master ServicerServicing Agreement. (d) The Issuer shall at all times retain an Administrator (approved by the Credit Enhancer under the Administration Agreement) and may enter into contracts with other Persons for the performance Upon any termination of the IssuerServicer's obligations hereunderrights and powers pursuant to the Servicing Agreement, the Indenture Trustee shall promptly notify the Rating Agencies. As soon as any successor Servicer is appointed, the Indenture Trustee shall notify the Rating Agencies, specifying in such notice the name and performance address of such obligations by such Persons shall be deemed to be performance of such obligations by the Issuersuccessor Servicer.

Performance of Obligations; Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document, including without limitation the Servicing Agreement or any provision thereof without the consent of the Indenture Trustee or the Holders of at least a majority of the Security Balances of the Notes, the Master Servicer (and the Credit Enhancer). (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Master Servicer is expressly permitted to take in the Servicing Agreement. The Agreement or as expressly provided in this Indenture Trustee, as pledgee of the Mortgage Loans, shall be able to exercise the rights Issuer and the Mortgage Loans holder, to direct the actions of the Master Serviceror such other instrument or agreement. (d) The If the Issuer shall at all times retain have knowledge of the occurrence of an Administrator (approved Event of Servicing Termination, the Issuer shall promptly notify the Indenture Trustee thereof, and shall specify in such notice the action, if any, the Issuer is taking in respect of such Event of Servicing Termination. If such Event of Servicing Termination arises from the failure of the Master Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Mortgage Loans, the Issuer may remedy such failure, provided that if such Event of Servicing Termination arises from the failure by the Credit Enhancer Master Servicer to comply with requirements imposed upon it under Section 3.04 of the Administration Agreement) and may enter into contracts Servicing Agreement with other Persons respect to hazard insurance for the performance Mortgaged Properties securing the Mortgage Loans, the Issuer shall promptly, as the case may be, pay such premiums or obtain substitute insurance coverage meeting the requirements of the Issuer's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the Issuer.said Section

Performance of Obligations; Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Master Servicer is expressly permitted to take in the Servicing Agreement. The Indenture Trustee, as pledgee of the Mortgage Loans, shall be able to exercise the rights Issuer and the Mortgage Loans holder, to direct the actions of the Master Servicer. (di) The Issuer shall at all times retain an Administrator (approved by the Credit Enhancer under the Administration Agreement) and may enter into contracts with other Persons for the performance of the Issuer's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the Issuer.

Performance of Obligations; Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust EstateServicing Agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except as expressly provided in this Indenture, the Servicing Agreement or such actions other instrument. (c) If the Issuer shall have knowledge of the occurrence of an Event of Default under the Servicing Agreement, the Issuer shall promptly notify the Trustee thereof, and shall specify in such notice the action, if any, the Issuer is taking in respect of such Event of Default. If such Event of Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Receivables securing the Notes, the Issuer may remedy such failure, provided that a failure by the Servicer to pay the fees and expenses of the Trustee pursuant to Section 3.06 of the Servicing Agreement shall not release the Issuer from its obligation to pay such fees and expenses pursuant to Section 6.07. So long as any such Event of Default under the Master Servicing Agreement shall be continuing, the Trustee may, and upon the direction of the Issuer or the Required Holders the Trustee shall, terminate all of the rights and powers of the Servicer is expressly under the Servicing Agreement pursuant to Section 5.02 of the Servicing Agreement. Unless directed or permitted by the Trustee and the Required Holders, the Issuer may not waive any such Event of Default under the Servicing Agreement or terminate the rights and powers of the Servicer under the Servicing Agreement. (d) Upon any termination of the Servicer's rights and powers pursuant to take Section 5.02 of the Servicing Agreement, all rights, powers, duties, obligations and responsibilities of the Servicer (other than any rights of the Servicer as a Seller) with respect to the Receivables (including, without limitation, the obligations set forth in Section 5.02 of the Servicing Agreement) shall vest in and be assumed by the Trustee, and the Trustee shall be the successor in all respects to the Servicer in its capacity as servicer with respect to such Receivables under the Servicing Agreement, except for any obligations of the Servicer under Section 4.04 of the Servicing Agreement. The Indenture TrusteeTrustee may resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as pledgee provided below. Upon delivery of any such notice to the Mortgage LoansIssuer, the Issuer shall be able obtain a new servicer, satisfactory in all respects to exercise the rights Trustee and the Required Holders, which successor servicer shall enter into a servicing agreement with the Issuer and the Mortgage Loans holderTrustee, such agreement to direct be substantially similar to the actions Servicing Agreement. If, within 30 days after the delivery of the Master Servicer. (d) The notice referred to above, the Issuer shall at all times retain not have obtained such a new servicer, the Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a successor servicer to service the Receivables. In connection with any such appointment, the Trustee may make such arrangements for the compensation of such successor as it, such successor, and the Issuer shall agree and shall enter into an Administrator (agreement with such successor for the servicing of such Receivables, such agreement to be in form and substance satisfactory to the Trustee and the Required Holders. Any such compensation of the successor servicer shall not be in excess of that payable to the Servicer under the Servicing Agreement, unless the Servicer or some other Person agrees to pay such additional compensation or such additional compensation as is approved by the Credit Enhancer under Required Holders. If the Administration Agreement) and may enter into contracts with other Persons for Trustee shall succeed to the performance Servicer's duties as servicer of the Issuer's obligations hereunderContracts as provided herein, it shall do so in its individual capacity and performance not in its capacity as Trustee and, accordingly, the provisions of such obligations by such Persons Article Six shall be deemed inapplicable to be performance the Trustee in its duties as the successor to the Servicer and the servicing of such obligations the Receivables. Neither the Trustee nor the Issuer shall appoint a successor servicer whose appointment would result in the rating assigned to the Notes on the Closing Date by the IssuerRating Agencies being reduced to a lower rating so long as there is a Person who satisfies the requirements of this Section for a successor servicer and is willing to accept an appointment as successor servicer as provided in this Section and whose appointment as successor servicer would not so lower such rating.

Performance of Obligations; Servicing Agreement. (a) The Issuer Company will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust EstateServicing Agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer Company will not take any action or permit any action to be taken by others which that would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans Contract Documents or under any instrument included in the Trust Estate, or which that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans Contract Documents or any such instrument, except as expressly provided in this Indenture, the Servicing Agreement or such actions Contract Documents or other instrument. (c) If the Company shall have knowledge of the occurrence of a default by the Servicer of any of its material obligations under the Servicing Agreement, the Company shall promptly notify the Trustee thereof, and shall specify in such notice the action, if any, the Company is taking in respect of such default. If such default arises from the failure of the Servicer to perform any of its obligations under the Servicing Agreement with respect to the Contracts, the Company may remedy such failure. So long as any such default under the Master Servicing Agreement shall be continuing, the Trustee may, and upon the direction of the Holders of Securities representing more than 25 % of the aggregate principal amount of the Outstanding Securities the Trustee shall, direct the Company to, and the Company shall, terminate all of the rights and powers of the Servicer is expressly permitted to take in under the Servicing Agreement. The Indenture Trustee, as pledgee Unless directed or permitted by the Trustee or the Holders of Securities representing not less than 50% of the Mortgage Loansaggregate principal amount of the Outstanding Securities, shall be able to exercise the Company may not waive any such default under the Servicing Agreement or terminate the rights Issuer and the Mortgage Loans holder, to direct the actions powers of the Master ServicerServicer under the Servicing Agreement. (d) The Issuer Upon any termination of the Servicer's rights and powers, all rights, powers, duties, obligations and responsibilities of the Servicer with respect to the related Contracts (except for any obligations of the Servicer to indemnify the Company) shall at all times retain an Administrator (approved vest in and be assumed by the Credit Enhancer Company, or any servicing agent that the Company may designate, and the Company or its servicing agent shall be the successor in all respects to the Servicer in its capacity as servicer with respect to such Contracts under the Administration Agreement) and may enter into contracts with other Persons Servicing Agreement (except for the performance any obligations of the Issuer's obligations hereunder, and performance Servicer to indemnify the Company). The Company may resign as the Servicer by giving written notice of such obligations by resignation to the Trustee and in such Persons shall event will be deemed released from such duties and obligations, such release not to be performance of such obligations by effective until the Issuer.date a new servicer enters into a servicing

Performance of Obligations; Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will not take any action or and will use its Best Efforts not to permit any action to be taken by others which that would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans Files or under any instrument included in the Trust Estate, or which that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating or instruments contained in the Mortgage Files, except as expressly provided as permitted in this Indenture, the Servicing Agreement or such document included in the Mortgage File or other instrument or unless such action will not adversely affect the interests of the Holders of the Bonds. (b) If the Issuer shall have knowledge of the occurrence of a default under the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Bond Insurer and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default. (c) Upon any termination of the Servicer's rights and powers pursuant to the Servicing Agreement, the rights and powers of the Servicer with respect to the Mortgage Loans or any shall vest in the Indenture Trustee, and the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer with respect to such instrumentMortgage Loans under the Servicing Agreement, except such actions until the Indenture Trustee shall have appointed, with the consent of the Issuer, the Bond Insurer and the Rating Agencies, a new servicer to serve as successor to the Master Servicer is expressly permitted to take in under the Servicing Agreement. The Upon appointment of a successor Servicer, the Indenture Trustee, the Issuer and such Servicer shall enter into a Servicing Agreement in a form substantially similar to the Servicing Agreement. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as pledgee it and such successor shall agree, but in no event shall such compensation of the Mortgage Loans, shall successor Servicer (including the Indenture Trustee) be able in excess of that payable to exercise the rights Issuer original Servicer under the Servicing Agreement without the consent of the Rating Agencies and the Mortgage Loans holder, to direct the actions of the Master ServicerBond Insurer. (d) The Issuer shall at all times retain an Administrator (approved by the Credit Enhancer under the Administration Agreement) and may enter into contracts with other Persons for the performance Upon any termination of the IssuerServicer's obligations hereunderrights and powers pursuant to the Servicing Agreement, the Indenture Trustee shall promptly notify the Rating Agencies. As soon as any successor Servicer is appointed, the Indenture Trustee shall notify the Rating Agencies, specifying in such notice the name and performance address of such obligations by such Persons shall be deemed to be performance of such obligations by the Issuersuccessor Servicer.

Performance of Obligations; Servicing Agreement. (a) The Issuer Company will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust EstateServicing Agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer Company will not take any action or permit any action to be taken by others which that would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans Contract Documents or under any instrument included in the Trust Estate, or which that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans Contract Documents or any such instrument, except as expressly provided in this Indenture, the Servicing Agreement or such actions Contract Documents or other instrument. (c) If the Company shall have knowledge of the occurrence of a default by the Servicer of any of its material obligations under the Servicing Agreement, the Company shall promptly notify the Trustee thereof, and shall specify in such notice the action, if any, the Company is taking in respect of such default. If such default arises from the failure of the Servicer to perform any of its obligations under the Servicing Agreement with respect to the Contracts, the Company may remedy such failure. So long as any such default under the Servicing Agreement shall be continuing, the Trustee may, and upon the direction of the Holders of Securities representing more than 25 % of the aggregate principal amount of the Outstanding Securities the Trustee shall, direct the Company to, and the Company shall, terminate all of the rights and powers of the Servicer under the Servicing Agreement. Unless directed or permitted by the Trustee or the Holders of Securities representing not less than 50% of the aggregate principal amount of the Outstanding Securities, the Company may not waive any such default under the Servicing Agreement or terminate the rights and powers of the Servicer under the Servicing Agreement. (d) Upon any termination of the Servicer's rights and powers, all rights, powers, duties, obligations and responsibilities of the Servicer with respect to the related Contracts (except for any obligations of the Servicer to indemnify the Company) shall vest in and be assumed by the Company, or any servicing agent that the Company may designate, and the Company or its servicing agent shall be the successor in all respects to the Servicer in its capacity as servicer with respect to such Contracts under the Servicing Agreement (except for any obligations of the Servicer to indemnify the Company). The Company may resign as the Master Servicer is expressly permitted by giving written notice of such resignation to take the Trustee and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Company as provided below and has been approved in writing by the Trustee. Any successor servicer shall enter into a servicing agreement with the Company substantially similar to the Servicing Agreement. The Indenture TrusteeCompany may make such arrangements for the compensation of such successor servicer as it and such successor servicer shall agree, as pledgee provided that such compensation of the Mortgage Loans, successor servicer shall not be able in excess of that payable to exercise the rights Issuer and the Mortgage Loans holder, to direct the actions of the Master Servicer. (d) The Issuer shall at all times retain an Administrator (approved by the Credit Enhancer Servicer under the Administration Servicing Agreement) and may enter into contracts with other Persons for , unless the performance of Servicer or the Issuer's obligations hereunder, and performance of Company agrees to pay such obligations by such Persons shall be deemed to be performance of such obligations by the Issueradditional compensation.

Performance of Obligations; Servicing Agreement. (a) The Issuer Company will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust EstateServicing Agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer Company will not take any action or permit any action to be taken by others which that would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans Contract Documents or under any instrument included in the Trust Estate, or which that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans Contract Documents or any such instrument, except as expressly provided in this Indenture, the Servicing Agreement or such actions Contract Documents or other instrument. (c) If the Company shall have knowledge of the occurrence of a default by the Servicer of any of its material obligations under the Servicing Agreement, the Company shall promptly notify the Trustee thereof, and shall specify in such notice the action, if any, the Company is taking in respect of such default. If such default arises from the failure of the Servicer to perform any of its obligations under the Servicing Agreement with respect to the Contracts, the Company may remedy such failure. So long as any such default under the Servicing Agreement shall be continuing, the Trustee may, and upon the direction of the Holders of Securities representing more than 25 % of the aggregate principal amount of the Outstanding Securities the Trustee shall, direct the Company to, and the Company shall, terminate all of the rights and powers of the Servicer under the Servicing Agreement. Unless directed or permitted by the Trustee or the Holders of Securities representing not less than 50% of the aggregate principal amount of the Outstanding Securities, the Company may not waive any such default under the Servicing Agreement or terminate the rights and powers of the Servicer under the Servicing Agreement. (d) Upon any termination of the Servicer's rights and powers, all rights, powers, duties, obligations and responsibilities of the Servicer with respect to the related Contracts (except for any obligations of the Servicer to indemnify the Company) shall vest in and be assumed by the Company, or any servicing agent that the Company may designate, and the Company or its servicing agent shall be the successor in all respects to the Servicer in its capacity as servicer with respect to such Contracts under the Servicing Agreement (except for any obligations of the Servicer to indemnify the Company). The Company may resign as the Master Servicer is expressly permitted by giving written notice of such resignation to take the Trustee and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Company as provided below. Any successor servicer shall enter into a servicing agreement with the Company substantially similar to the Servicing Agreement. The Indenture TrusteeCompany may make such arrangements for the compensation of such successor servicer as it and such successor servicer shall agree, as pledgee provided that such compensation of the Mortgage Loans, successor servicer shall not be able in excess of that payable to exercise the rights Issuer and the Mortgage Loans holder, to direct the actions of the Master Servicer. (d) The Issuer shall at all times retain an Administrator (approved by the Credit Enhancer Servicer under the Administration Servicing Agreement) and may enter into contracts with other Persons for , unless the performance of Servicer or the Issuer's obligations hereunder, and performance of Company agrees to pay such obligations by such Persons shall be deemed to be performance of such obligations by the Issueradditional compensation.

Performance of Obligations; Servicing Agreement. (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document, including without limitation the Servicing Agreement or any provision thereof without the consent of the Indenture Trustee or the Holders of at least a majority of the Security Balances of the Notes, the Master Servicer [and the Credit Enhancer]. (b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer will not take any action or permit any action to be taken by others which would release any Person from any of such Person's covenants or obligations under any of the documents relating to the Mortgage Loans or under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the documents relating to the Mortgage Loans or any such instrument, except such actions as the Master Servicer is expressly permitted to take in the Servicing Agreement or as expressly provided in this Indenture or such other instrument or agreement. (d) If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Indenture Trustee thereof, and shall specify in such notice the action, if any, the Issuer is taking in respect of such Event of Servicing Termination. If such Event of Servicing Termination arises from the failure of the Master Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Mortgage Loans, the Issuer may remedy such failure, provided that if such Event of Servicing Termination arises from the failure by the Master Servicer to comply with requirements imposed upon it under Section 3.04 of the Servicing Agreement with respect to hazard insurance for the Mortgaged Properties securing the Mortgage Loans, the Issuer shall promptly, as the case may be, pay such premiums or obtain substitute insurance coverage meeting the requirements of said Section 3.04. So long as any such Event of Servicing Termination shall be continuing, the Indenture Trustee may exercise its remedies set forth in Section 7.01 of the Servicing Agreement. [Unless granted or permitted by the Credit Enhancer or the Holders of Securities to the extent provided above, the Issuer may not waive any such Event of Servicing Termination or terminate the rights and powers of the Master Servicer under the Servicing Agreement.] (e) Upon any termination of the Master Servicer's rights and powers pursuant to Section 7.01 of the Servicing Agreement, the Issuer shall appoint a successor servicer (the "Successor Master Servicer"), and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Master Servicer has not been appointed and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Master Servicer. The Indenture TrusteeTrustee may resign as the Master Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as pledgee provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the successor Master Servicer under the Servicing Agreement. Any successor Master Servicer other than the Indenture Trustee shall (i) be an established financial institution having a net worth of not less than $(_____) and whose regular business includes the servicing of mortgage loans and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If, within ___ days after the delivery of the notice referred to above, the Issuer shall not have obtained such new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a successor servicer [acceptable to the Credit Enhancer] to service the Mortgage Loans. In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, and the Issuer shall enter into an agreement with such successor for the servicing of the Mortgage Loans, such agreement to be substantially similar to the Servicing Agreement [or otherwise acceptable to the Credit Enhancer]; provided that any such compensation of the successor servicer unless otherwise agreed to by the Credit Enhancer, shall not be able in excess of the Servicing Fee payable to exercise the rights Issuer and Master Servicer under the Servicing Agreement. If the Indenture Trustee shall succeed to the Master Servicer's duties as servicer of the Mortgage Loans holderas provided herein, to direct the actions of the Master Servicerit shall do so in its individual capacity and not in its capacity as Indenture Trustee. (df) The Issuer shall at all times retain an Administrator ([approved by the Credit Enhancer under the Administration Agreement) ] and may enter into contracts with other Persons for the performance of the Issuer's obligations hereunder, and performance of such obligations by such Persons shall be deemed to be performance of such obligations by the Issuer.