Common use of Servicer Events of Default Clause in Contracts

Servicer Events of Default. The occurrence and continuation of any one of the following events shall be a "Servicer Event of Default" under the Servicing Agreement: A. Failure on the part of the Servicer to remit collections on the Contracts to the Master Collections Account when due and continuance of such failure for four Business Days; or B. An involuntary case is commenced or filed against the Servicer under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property, or for the winding up of the affairs of, liquidation, dissolution, or reorganization of the Servicer and the continuance of such case or filing unstayed for a period of thirty consecutive days; or C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or the Servicer shall become insolvent or admit in writing it s inability to pay its debts as they come due, or the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing. D. Failure by Servicer to service and collect amounts due from Obligors under Contracts in accordance with the servicing criteria described in EXHIBIT A attached hereto.

Servicer Events of Default. The occurrence and continuation of (a) If any one of the following events shall be (each, a "Servicer Event of Default" ") shall occur and be continuing: (A) The failure by the Servicer to make any required P&I Advance; or (B) any other failure by the Servicer to deposit in the Collection Account or Distribution Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of one Business Day after the date upon which written notice of such failure shall have been given to the Servicer by the Trustee or by any Holder of a Regular Certificate evidencing at least 25% of the Voting Rights; or (ii) The failure by the Servicer to make any required Servicing Agreement: A. Failure on Advance which failure continues unremedied for a period of 30 days, or the part failure by the Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Servicer as set forth in this Agreement, which failure continues unremedied for a period of 30 days, after the date (A) on which written notice of such failure, requiring the same to remit collections on the Contracts be remedied, shall have been given to the Master Collections Account when due and continuance Servicer by the Trustee or by any Holder of a Regular Certificate evidencing at least 25% of the Voting Rights or (B) actual knowledge of such failure for four Business Daysby a Servicing Officer of the Servicer; or B. An involuntary case is commenced or filed (iii) The entry against the Servicer under of a decree or order by a court or agency or supervisory authority having jurisdiction in the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or premises for the appointment of a receiver, liquidator, assignee, trustee, custodianconservator, sequestrator receiver or other liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar official of the Servicer or of any substantial part of its propertyproceedings, or for the winding up or liquidation of the affairs ofits affairs, liquidation, dissolution, or reorganization of the Servicer and the continuance of any such case decree or filing order unstayed and in effect for a period of 60 days; or (iv) The Servicer shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged, unbonded or unstayed for a period of thirty consecutive 60 days; or C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or the Servicer shall become insolvent or admit in writing it s its inability to pay its debts generally as they come become due, or the commencement by the Servicer file a petition to take advantage of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, applicable insolvency or similar lawreorganization statute, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or (v) The aggregate amount of cumulative Realized Losses incurred since the failure Cut-off Date through the last day of the related Collection Period divided by the initial Pool Balance exceeds the applicable percentages set forth below with respect to such Distribution Date: Distribution Date Occurring In Percentage March 2009 through February 2010 3.85% March 2010 through February 2011 6.00% March 2011 through February 2012 7.75% March 2012 and thereafter 8.75% (b) Then, and in each and every such case, so long as a Servicer Event of Default shall not have been remedied within the applicable grace period, (x) with respect solely to clause (i)(A) above, if such P&I Advance is not made by 2:00 P.M., New York time, on the Business Day immediately following the Servicer Remittance Date, the Trustee may terminate all of the rights and obligations of the Servicer under this Agreement and the Trustee, or a successor servicer appointed in accordance with Section 7.02, shall immediately make such P&I Advance and assume, pursuant to Section 7.02, the duties of a successor Servicer and (y) in the case of (i)(B), (ii), (iii), (iv) and (v) above, the Trustee shall, at the direction of the Holders of each Class of Regular Certificates evidencing Percentage Interests aggregating not less than 51%, by notice then given in writing to the Servicer (and to the Trustee if given by Holders of Certificates), terminate all of the rights and obligations of the Servicer as servicer under this Agreement. Any such notice to the Servicer shall also be given to each Rating Agency, the Depositor and the Seller. On or after the receipt by the Servicer generally (and by the Trustee if such notice is given by the Holders) of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to pay its debts as such debts become due the Certificates or the taking Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of corporate action the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and Related Documents or otherwise. The Servicer agrees to cooperate with the Trustee (or the applicable successor Servicer) in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the delivery to the successor Servicer of all documents and records requested by it to enable it to assume the Servicer's functions under this Agreement within ten Business Days subsequent to such notice, the transfer within one Business Day subsequent to such notice to the Trustee (or the applicable successor Servicer) for the administration by it of all cash amounts that shall at the time be held by the Servicer and to be deposited by it in the Collection Account, the Distribution Account, any REO Account or any Escrow Account or that have been deposited by the Servicer in furtherance of such accounts or thereafter received by the Servicer with respect to the Mortgage Loans or any of REO Property received by the foregoing. D. Failure by Servicer to service Servicer. All reasonable costs and collect amounts due from Obligors under Contracts expenses (including attorneys' fees) incurred in accordance connection with transferring the servicing criteria described in EXHIBIT A attached heretoto the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or if the predecessor Servicer is the Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses.

Servicer Events of Default. The occurrence and continuation of any one Each of the following events shall be constitute a "Servicer Event of Default" Default on the part of the Servicer: (a) any failure by the Servicer to remit to the Securities Administrator any payment required to be made under the Servicing terms of this Agreement:; A. Failure (b) failure by the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (other than the covenants described in clause (j) below), including, but not limited to, breach by the Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 3.5, which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to remit collections on the Contracts be remedied, shall have been given to the Servicer by the Master Collections Account when due and continuance of such Servicer, the Indenture Trustee or the Note Insurer; (c) failure for four Business Days; or B. An involuntary case is commenced or filed against by the Servicer under to maintain its license to do business in any jurisdiction where the federal bankruptcy laws, as now or hereafter in effectMortgaged Property is located if such license is required; (d) a petition with, or any other present decree or future federal order of a court or state bankruptcy, insolvency agency or similar law, or supervisory authority having jurisdiction for the appointment of a receiverconservator or receiver or liquidator in any insolvency, liquidatorreadjustment of debt, assigneeincluding bankruptcy, trustee, custodian, sequestrator marshaling of assets and liabilities or other similar official of the Servicer or of any substantial part of its propertyproceedings, or for the winding winding-up or liquidation of the affairs ofits affairs, liquidation, dissolution, shall have been filed or reorganization of entered against the Servicer and the continuance of such case petition or filing decree or order shall have remained in force undischarged or unstayed for a period of thirty consecutive 60 days; or; C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or (e) the Servicer shall become insolvent consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; (f) the Servicer shall admit in writing it s its inability to pay its debts generally as they come become due, or the commencement by the Servicer of file a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the Servicer petition to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or take advantage of any substantial part of its property applicable insolvency, bankruptcy or the making by the Servicer of reorganization statute, make an assignment for the benefit of creditors its creditors, voluntarily suspend payment of its obligations or cease its normal business operations for three Business Days; (g) the Servicer ceases to meet the Servicer eligibility qualifications of Fxxxxx Mxx or Fxxxxxx Mac; (h) with respect to any Payment Date, the failure of the Servicer Termination Test; (i) the Servicer attempts to assign its right to servicing compensation hereunder or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof in violation of Section 5.8 hereof; or (j) failure by the Servicer generally to pay duly perform, within the required time period, its debts obligations under Sections 5.4, 5.5 or 5.6, which failure continues unremedied for a period of ten (10) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Master Servicer. If the Servicer obtains knowledge of a Servicer Event of Default, the Servicer shall promptly notify the Master Servicer and the Indenture Trustee. In each and every such case, so long as such debts become due a Servicer Event of Default shall not have been remedied, in addition to whatever rights the Master Servicer or the taking Indenture Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Master Servicer, by notice in writing to the Servicer, may (with the consent of corporate action the Note Insurer), and shall if so directed by the Note Insurer, terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. Upon receipt by the Servicer in furtherance of any such written notice, all authority and power of the foregoingServicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section 6.9. D. Failure by Servicer to service and collect amounts due from Obligors under Contracts in accordance with the servicing criteria described in EXHIBIT A attached hereto.

Servicer Events of Default. The occurrence and continuation of any one (a) Each of the following events shall be constitute a "Servicer Event of Default" Default on the part of the Servicer: (i) any failure by the Servicer to remit to the Securities Administrator any payment required to be made under the Servicing Agreement:terms of this Agreement and such failure continues for two Business Days; A. Failure (ii) failure by the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (other than the covenants described in clause (ix) below), including, but not limited to, breach by the Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 3.3, which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to remit collections on the Contracts be remedied, shall have been given to the Servicer by the Master Collections Account when due and continuance of such Servicer or the Indenture Trustee; (iii) failure for four Business Days; or B. An involuntary case is commenced or filed against by the Servicer under to maintain its license to do business in any jurisdiction where the federal bankruptcy laws, as now or hereafter in effectMortgaged Property is located if such license is required; (iv) a petition with, or any other present decree or future federal order of a court or state bankruptcy, insolvency agency or similar law, or supervisory authority having jurisdiction for the appointment of a receiverconservator or receiver or liquidator in any bankruptcy, liquidatorinsolvency, assigneereadjustment of debt, trusteeincluding bankruptcy, custodian, sequestrator marshaling of assets and liabilities or other similar official of the Servicer or of any substantial part of its propertyproceedings, or for the winding winding-up or liquidation of the affairs ofits affairs, liquidation, dissolution, shall have been filed or reorganization of entered against the Servicer and the continuance of such case petition or filing decree or order shall have remained in force undischarged or unstayed for a period of thirty consecutive 60 days; or; C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or (v) the Servicer shall become insolvent consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; (vi) the Servicer shall admit in writing it s its inability to pay its debts generally as they come become due, or the commencement by the Servicer of file a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the Servicer petition to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or take advantage of any substantial part of its property applicable insolvency, bankruptcy or the making by the Servicer of reorganization statute, make an assignment for the benefit of creditors its creditors, voluntarily suspend payment of its obligations or cease its normal business operations for at least three Business Days; (vii) the Servicer ceases to meet the Servicer eligibility qualifications of Xxxxxx Xxx or Xxxxxxx Mac; (viii) the Servicer attempts to assign its right to servicing compensation hereunder or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof in violation of Section 6.1 hereof; or (ix) any failure by the Servicer generally to pay duly perform, within the required time period, its debts obligations to provide any Assessment of Compliance, Attestation Report, Compliance Statement, Back-Up SOX certification, or any other information, data or materials required to be provided hereunder, including any items required to be included in any Exchange Act report pursuant to Article V, which failure continues unremedied for a period of five days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Master Servicer. (b) If the Servicer obtains knowledge of a Servicer Event of Default, the Servicer shall promptly notify the Master Servicer, the Depositor, the Seller, and the Indenture Trustee. In each and every such case, so long as such debts become due a Servicer Event of Default shall not have been remedied, in addition to whatever rights the Master Servicer or the taking Indenture Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Master Servicer, by notice in writing to the Servicer, may terminate all the rights and obligations of corporate action the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. (c) The Master Servicer will provide written notice of the Servicer's termination upon a Servicer Event of Default to the Servicer, the Depositor, the Seller, and the Indenture Trustee. Except with respect to a Servicer Event of Default under Section 6.5(a), in which case such notice will be immediately effective, the termination of the Servicer shall not become effective until at least ten Business Days following the date such notice of termination is provided by the Master Servicer to the Servicer and the Depositor (the "TERMINATION NOTICE DATE"). Upon the Termination Notice Date, or ten Business Days thereafter, as applicable, all authority and power of the Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor servicer appointed pursuant to Section 8.8. (d) If the Servicer is terminated upon the occurrence of a Servicer Event of Default as described in this Section 6.5, upon written request from the Depositor or the Master Servicer, the Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by the Master Servicer any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Servicer's sole expense. The Servicer shall cooperate with the Master Servicer and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer in furtherance to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. (e) In connection with the foregoing, the Servicer being terminated shall bear all reasonable out-of-pocket costs of any a servicing transfer, including but not limited to those of the foregoingMaster Servicer, the Securities Administrator, the Indenture Trustee, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. If such amounts are not paid by the terminated Servicer, they shall be paid from amounts held in the Payment Account. D. Failure by Servicer to service and collect amounts due from Obligors under Contracts in accordance with the servicing criteria described in EXHIBIT A attached hereto.

Servicer Events of Default. The occurrence and continuation of any one Each of the following events shall be a "Servicer constitute an Event of Default" Default on the part of the Servicer: (1) any failure by the Servicer to remit to any Collection Account, any payment required to be made under the Servicing Agreement:terms of this Agreement which failure continues unremedied for one Business Day; or A. Failure (2) any failure by the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement, any Transfer Supplement or in the Custodial Agreement which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to remit collections on the Contracts be remedied, shall have been given to the Master Collections Account when due and continuance of such failure for four Business DaysServicer by the Purchaser or by the Custodian; or B. An involuntary case is commenced or filed against (3) any failure by the Servicer under to maintain any required licenses to do business in any jurisdiction where the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or Mortgaged Property is located; or (4) jurisdiction for the appointment of a receiverconservator or receiver or liquidator in any insolvency, liquidatorreadjustment of debt, assigneeincluding bankruptcy, trustee, custodian, sequestrator marshalling of assets and liabilities or other similar official of the Servicer or of any substantial part of its propertyproceedings, or for the winding winding-up or liquidation of the affairs ofits affairs, liquidation, dissolution, or reorganization of shall have been entered against the Servicer and the continuance of such case decree or filing order shall have remained in force undischarged or unstayed for a period of thirty consecutive 60 days; or C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or (5) the Servicer shall become insolvent consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or (6) the Servicer shall admit in writing it s its inability to pay its debts generally as they come become due, or the commencement by the Servicer of file a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the Servicer petition to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or take advantage of any substantial part of its property applicable insolvency, bankruptcy or the making by the Servicer of reorganization statute, make an assignment for the benefit of creditors its creditors, voluntarily suspend payment of its obligations or cease its normal business operations for [six] Business Days; or (7) the failure Servicer or its parent enters into a consent agreement or otherwise agrees in writing with any federal or state regulatory agency or authority to restrict its activities, if the default of such agreement by the Servicer generally or its parent entitles such applicable federal or state agency to pay its debts as such debts become due or the taking of corporate action by place the Servicer in furtherance receivership or conservatorship; or (8) the Servicer's total capital falls below fifty percent (50%) of any regulatory capital requirement imposed by its principal supervisory regulatory authority or its successor; or (9) the Servicer ceases to be approved by either Xxxxxx Mae or Xxxxxxx Mac as a mortgage loan seller and servicer for more than thirty days; or (10) the Servicer attempts to assign its right to servicing compensation hereunder or the Servicer attempts, without the consent of the foregoingPurchaser, to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except as otherwise permitted herein. In each and every such case, so long as an Event of Default shall not have been remedied, in addition to whatsoever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, the Purchaser, by notice in writing to the Servicer, may terminate all of the rights and obligations of the Servicer under this Agreement and in and to the XXXx and the proceeds thereof other than its rights to receive unpaid but accrued Servicing Fees. D. Failure 1. Upon written request from the Purchaser, the Servicer shall prepare, execute and deliver to the successor entity designated by Servicer the Purchaser any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or cause to service be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and collect amounts due from Obligors under Contracts in accordance with endorsement or assignment of the servicing criteria described in EXHIBIT A attached heretoXXXx and related documents, at the Servicer's sole expense.

Servicer Events of Default. The occurrence and continuation of any (a) In case one or more of the following events Servicer Events of Default by the Servicer shall occur and be a "Servicer Event of Default" under the Servicing Agreementcontinuing, that is to say: A. Failure (1) any failure by the Servicer to deposit into the Collection Account or the Distribution Account any amounts required to be deposited therein or any failure by the Servicer to make any of the required payments therefrom in accordance with Section 5.01 hereof; or (2) any failure on the part of the Servicer duly to remit collections observe or perform in any material respect any other of the material covenants or agreements on the Contracts part of the Servicer, contained in any Basic Document to which it is a party, which continues unremedied for a period of thirty (30) days (or, in the case of payment of insurance premiums, for a period of fifteen (15) days) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Collections Account when due and continuance Servicer by any other party hereto or to the Servicer (with copy to each other party hereto), by Holders of such failure for four Business Days25% of the Percentage Interests of the Notes or the Trust Certificates; or B. An (3) any breach on the part of the Servicer of any representation or warranty contained in any Basic Document to which it is a party that materially and adversely affects the interests of any of the parties hereto or any Securityholder and which continues unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to the Servicer by any other party hereto or to the Servicer (with copy to each other party hereto), by the Noteholder Agent or Holders of 25% of the Percentage Interests (as defined in the Indenture) of the Notes; or (4) there shall have been commenced before a court or agency or supervisory authority having jurisdiction in the premises an involuntary case is commenced or filed proceeding against the Servicer under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or law for the appointment of a conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator trustee or other similar official in any bankruptcy, insolvency, readjustment of the Servicer debt, marshaling of assets and liabilities or of any substantial part of its propertysimilar proceedings, or for the winding winding-up or liquidation of the affairs ofits affairs, liquidation, dissolution, or reorganization of the Servicer and the continuance of such case or filing unstayed which action shall not have been dismissed for a period of thirty consecutive sixty (60) days; or C. An order for relief (5) the Servicer shall be entered consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in a case under title 11 any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to it or of or relating to all or substantially all of its property; or (6) the United States Code on which Servicer (or the Loan Originator if the Servicer is not Option One) fails to comply with the Financial Covenants; or (7) a debtor, Change in Control of the Servicer without prior written consent of the Noteholders or the Servicer otherwise ceases to be a 100% direct or indirect wholly-owned subsidiary of H&R Block Inc.; or (8) the Servicer shall become insolvent or admit in writing it s its inability to pay its debts generally as they come become due, or the commencement by the Servicer file a petition to take advantage of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state applicable bankruptcy, insolvency or similar lawreorganization statute, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of make an assignment for the benefit of creditors its creditors, voluntarily suspend payment of its obligations, or take any corporate action in furtherance of the foregoing. Then, and in each and every such case, so long as a Servicer Event of Default shall not have been remedied, the Indenture Trustee or the failure Majority Noteholders, by notice in writing to the Servicer may, in addition to whatever rights such Person may have at law or in equity to damages, including injunctive relief and specific performance, may terminate all the rights and obligations of the Servicer under this Agreement and in and to the Loans and the proceeds thereof, as servicer under this Agreement. Upon receipt by the Servicer generally of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to pay its debts the Loans or otherwise, shall, subject to Section 9.02 hereof, pass to and be vested in a successor servicer, and the successor servicer is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such debts become due notice of termination, including, but not limited to, the transfer and endorsement or assignment of the taking Loans and related documents. The Servicer agrees to cooperate with the successor servicer in effecting the termination of corporate action the Servicer’s responsibilities and rights hereunder, including, without limitation, the transfer to the successor servicer for administration by it of all amounts which shall at the time be credited by the Servicer in furtherance to each Collection Account or thereafter received with respect to the Loans. (b) Upon the occurrence of (i) an Event of Default or Default under any of the foregoing. D. Failure by Basic Documents, (ii) a Servicer Event of Default under this Agreement, (iii) a Rapid Amortization Trigger, or (iv) an event that shall have a reasonable possibility of materially impairing the ability of the Servicer to service and collect amounts due from Obligors under Contracts administer the Loans in accordance with the servicing criteria described terms and provisions set forth in EXHIBIT A attached heretothe Basic Documents (each, a “Term Event”), the Servicer’s right to service the Loans pursuant to the terms of this Agreement shall be in effect for an initial period commencing on the date on which such Term Event occurred and shall automatically terminate at 5:00 p.m., New York City time, on the last Business Day of the calendar month in which such Term Event occurred (the “Initial Term”). Thereafter, the Initial Term shall be extendible in the sole discretion of the Majority Noteholders by written notice (each, a “Servicer Extension Notice”) of the Majority Noteholders for successive one-month terms (each such term ending at 5:00 p.m., New York City time, on the last business day of the related month). Following a Term Event, the Servicer hereby agrees that the Servicer shall be bound for the duration of the Initial Term and the term covered by any such Servicer Extension Notice to act as the Servicer pursuant to this Agreement. Following a Term Event, the Servicer agrees that if, as of 3:00 p.m. (New York City time) on the last Business Day of any month, the Servicer shall not have received a Servicer Extension Notice from the Majority Noteholders, the Servicer shall give written notice of such non-receipt to the Noteholders by 4:00 p.m. (New York City time). Following a Term Event, the failure of the Majority Noteholders to deliver a Servicer Extension Notice by 5:00 p.m. (New York City time) shall result in the automatic and immediate termination of the Servicer (the “Termination Date”). Notwithstanding these time frames, the Servicer and the Noteholders shall comply with all applicable laws in connection with such transfer and the Servicer shall continue to service the Loans until completion of such transfer.

Servicer Events of Default. The occurrence and continuation of any (a) In case one or more of the following events Events of Default by the Servicer shall occur and be continuing: (i) any failure by the Servicer to deposit in the Collection Account in accordance with Section 5.01(b) any payments in respect of the Home Loans received by the Servicer no later than the second Business Day following the day on which such payments were received. (ii) any failure by the Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Servicer as set forth in this Agreement (other than a covenant, obligation or agreement, or default in the observance of which, that is elsewhere in this Section 10.01 specifically dealt with), which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a "Servicer Event Notice of Default" under hereunder, shall have been given (a) to the Servicing Agreement:Servicer by the Indenture Trustee or the Issuer, or (b) to the Servicer, the Indenture Trustee or the Issuer by any Securityholder; or A. Failure on (A) the part entry by a court or supervisory authority having jurisdiction of a decree or order for relief in respect of the Servicer to remit collections on the Contracts to the Master Collections Account when due and continuance of such failure for four Business Days; or B. An in an involuntary case is commenced or filed against the Servicer proceeding under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future applicable federal or state bankruptcy, insolvency or similar lawinsolvency, reorganization, or for other similar law or (B) the appointment of a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of such member or of any substantial part of its property, or ordering the winding up or liquidation of the Servicer's affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) the commencement by the Servicer of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated bankrupt or insolvent or the consent by the Servicer to the entry of a decree or order for relief in respect of itself in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Servicer, or the filing by the Servicer of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by the Servicer to the filing of such petition or to the appointment of or taking possession by a custodian, sequestrator receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer or of any substantial part of its property, or for the winding up of the affairs of, liquidation, dissolution, or reorganization of the Servicer and the continuance of such case or filing unstayed for a period of thirty consecutive days; or C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or the Servicer shall become insolvent or admit in writing it s inability to pay its debts as they come due, or the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors creditors, or the Servicer's failure by the Servicer generally to pay its debts generally as such debts they become due due, or the taking of corporate action by the Servicer in furtherance of any such action; or (v) the Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) if Advanta Mortgage Corp. USA is the Servicer, the Cumulative Losses exceed: (i) with respect to the Due Period ending March 30, 2000, 2.34% of the foregoingPool Balance as of the Cut-Off Date; (ii) with respect to the Due Period ending March 30, 2001, 6.66% of the Pool Balance as of the Cut-Off Date; (iii) with respect to the Due Period ending March 30, 2002, 9.90% of the Pool Balances of the Cut-Off Date; (iv) with respect to the Due Period ending March 30, 2003, 12.37% of the Pool Balance as of the Cut-Off Date; (v) with respect to the Due Period ending March 30, 2004, 14.26% of the Pool Balance as of the Cut-Off Date or (vi) with respect to the Due Period ending March 30, 2005, 15.70% of the Pool Balance as of the Cut-Off Date; or (vii) the consolidated net worth of the Servicer on a consolidated basis is less than $10,000,000. D. Failure (b) then, and in each such case, so long as a Servicer Event of Default shall not have been remedied, the Indenture Trustee may and, at the direction of (i) the Majority Noteholders or (ii) the Issuer with the consent of the Majority Noteholders, shall, by notice in writing to the Servicer and each Rating Agency, in addition to whatever rights the Indenture Trustee may have at law or equity to damages, including injunctive relief and specific performance, terminate all of the rights and obligations of the Servicer under this Agreement and in and to the Home Loans and the proceeds thereof, as Servicer under this Agreement whether with respect to the Home Loans or otherwise, and such rights and obligations shall, subject to Section 10.02, pass to and be vested in a successor Servicer acceptable to the Rating Agencies, or the Indenture Trustee if a successor Servicer cannot be retained in a timely manner, and the successor Servicer, or Indenture Trustee, as applicable, is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including, but not limited to, the transfer and endorsement or assignment of the Home Loans and related documents. The Servicer agrees to cooperate with the successor Servicer in effecting the termination of the Servicer's responsibilities and rights hereunder, including, without limitation, the transfer to the successor Servicer for administration by it of all amounts which shall at the time be credited by the Servicer to service and collect amounts due from Obligors under Contracts in accordance the Collection Account or thereafter received with respect to the servicing criteria described in EXHIBIT A attached heretoHome Loans.

Servicer Events of Default. The occurrence and continuation of any (i) In case one or more of the following conditions or events by the Servicer (as specified) shall occur and be continuing (each, a "“Servicer Event of Default" under the Servicing Agreement:”): A. Failure (A) any failure on the part of the Servicer duly to remit collections on observe or perform in any material respect any of its covenants or agreements contained in the Contracts to Trust Agreement, in each case (in the Master Collections Account when due and continuance event of a non-monetary default) which continues unremedied for a period of 30 days after knowledge of such failure for four Business Days; oror the Trustee or any Noteholder shall have given the Servicer written notice thereof; B. An involuntary case is (B) any representation or warranty made by the Servicer in the Trust Agreement shall prove to have been incorrect in any material respect on or as of the date made or deemed made; (C) there shall be commenced or filed against the Servicer any case, proceeding or other action (x) under the federal bankruptcy lawsany existing or future law of any jurisdiction, as now domestic or hereafter in effectforeign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or any other present seeking to adjudicate it a bankrupt or future federal or state bankruptcy, insolvency or similar lawinsolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (y) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, which remains undismissed, undischarged or unbonded for a period of 60 days; (D) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a receiver, liquidator, assignee, trustee, custodianconservator, sequestrator receiver or other liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar official of the Servicer or of any substantial part of its propertyproceedings, or for the winding winding-up or liquidation of the affairs ofits affairs, liquidation, dissolution, or reorganization of shall have been entered against the Servicer and the continuance of such case decree or filing order shall have remained in force undischarged and unstayed for a period of thirty consecutive 60 days; (E) the Servicer shall consent to the appointment of a trustee, conservator, receiver or liquidator or liquidating committee in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to the Servicer, or of or relating to all or substantially all of its property; or C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or (F) the Servicer shall become insolvent or admit in writing it s its inability to pay its debts generally as they come become due, or the commencement by the Servicer of file a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the Servicer petition to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or take advantage of any substantial part of its property applicable insolvency, bankruptcy or the making by the Servicer of reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; then, and in each and every such case (other than pursuant to (C) through (F)), subject to applicable law, so long as each Servicer Event of Default shall not have been remedied, the failure Trustee, by notice in writing to the Servicer may terminate all or any of the rights and obligations of the Servicer under the Trust Agreement. Upon the occurrence of a Servicer Event of Default of the kind specified in clauses (C) through (F), all the rights and future responsibilities of the Servicer under the Trust Agreement shall automatically terminate without notice. Upon receipt by the Servicer generally to pay its debts of written notice or automatic termination, as such debts become due or the taking applicable, all authority and power of corporate action by the Servicer under the Trust Agreement shall pass to and be vested in furtherance the Trustee, subject to the provisions of any this Section. Without limitation, the Trustee, is hereby authorized and empowered to execute and deliver, on behalf of the foregoingServicer, as attorney-in-fact, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination. The Servicer agrees to cooperate with the Trustee in effecting the termination of the Servicer’s rights and future responsibilities hereunder and shall promptly provide the Trustee all documents and records reasonably requested by it to enable it to assume the Servicer’s functions under the Trust Agreement. D. Failure by (ii) Without limiting the generality of the foregoing or any other provision of this Trust Agreement, upon the occurrence of a Servicer Event of Default with respect to service the Servicer, the Trustee shall have all authority over all of the obligations of the Servicer, as applicable under the Trust Agreement as provided in this Section. (iii) The Servicer agrees to notify the Trustee upon acquiring actual knowledge of the occurrence of a Servicer Event of Default with respect to itself and collect amounts due from Obligors under Contracts in accordance with the servicing criteria described in EXHIBIT A attached heretoTrustee shall notify the Majority Noteholder promptly upon acquiring actual knowledge of the occurrence of a Servicer Event of Default.

Servicer Events of Default. The occurrence and continuation of any one (a) Each of the following events shall be constitute a "Servicer Event of Default" Default on the part of the Servicer: (i) any failure by the Servicer to remit to the Securities Administrator any payment required to be made under the Servicing Agreement:terms of this Agreement and such failure continues for two Business Days; A. Failure (ii) failure by the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (other than the covenants described in clause (ix) below), including, but not limited to, breach by the Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 3.3, which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to remit collections on the Contracts be remedied, shall have been given to the Servicer by the Master Collections Account when due and continuance of such Servicer or the Trustee; (iii) failure for four Business Days; or B. An involuntary case is commenced or filed against by the Servicer under to maintain its license to do business in any jurisdiction where the federal bankruptcy laws, as now or hereafter in effectMortgaged Property is located if such license is required; (iv) a petition with, or any other present decree or future federal order of a court or state bankruptcy, insolvency agency or similar law, or supervisory authority having jurisdiction for the appointment of a receiverconservator or receiver or liquidator in any bankruptcy, liquidatorinsolvency, assigneereadjustment of debt, trusteeincluding bankruptcy, custodian, sequestrator marshaling of assets and liabilities or other similar official of the Servicer or of any substantial part of its propertyproceedings, or for the winding winding-up or liquidation of the affairs ofits affairs, liquidation, dissolution, shall have been filed or reorganization of entered against the Servicer and the continuance of such case petition or filing decree or order shall have remained in force undischarged or unstayed for a period of thirty consecutive 60 days; or; C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or (v) the Servicer shall become insolvent consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; (vi) the Servicer shall admit in writing it s its inability to pay its debts generally as they come become due, or the commencement by the Servicer of file a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the Servicer petition to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or take advantage of any substantial part of its property applicable insolvency, bankruptcy or the making by the Servicer of reorganization statute, make an assignment for the benefit of creditors its creditors, voluntarily suspend payment of its obligations or cease its normal business operations for at least three Business Days; (vii) the Servicer ceases to meet the Servicer eligibility qualifications of Xxxxxx Xxx or Xxxxxxx Mac; (viii) the Servicer attempts to assign its right to servicing compensation hereunder or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof in violation of Section 6.1 hereof; or (ix) any failure by the Servicer generally to pay duly perform, within the required time period, its debts obligations to provide any Assessment of Compliance, Attestation Report, Compliance Statement, Back-Up SOX certification, or any other information, data or materials required to be provided hereunder, including any items required to be included in any Exchange Act report pursuant to Article V, which failure continues unremedied for a period of five days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer. (b) If the Servicer obtains knowledge of a Servicer Event of Default, the Servicer shall promptly notify the Master Servicer, the Depositor, the Seller and the Trustee. In each and every such case, so long as such debts become due a Servicer Event of Default shall not have been remedied, in addition to whatever rights the Master Servicer or the taking Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Master Servicer, by notice in writing to the Servicer, may terminate all the rights and obligations of corporate action the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. (c) The Master Servicer will provide written notice of the Servicer's termination upon a Servicer Event of Default to the Servicer, the Depositor, the Seller and the Trustee. Except with respect to a Servicer Event of Default under Section 6.5(a), in which case such notice will be immediately effective, the termination of the Servicer shall not become effective until at least ten Business Days following the date such notice of termination is provided by the Master Servicer to the Servicer and the Depositor (the "TERMINATION NOTICE Date"). Upon the Termination Notice Date, or ten Business Days thereafter, as applicable, all authority and power of the Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor servicer appointed pursuant to Section 8.8. (d) If the Servicer is terminated upon the occurrence of a Servicer Event of Default as described in this Section 6.5, upon written request from the Depositor or the Master Servicer, the Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by the Master Servicer any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Servicer's sole expense. The Servicer shall cooperate with the Master Servicer and such successor in effecting the termination of the Servicer's responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer in furtherance to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. (e) In connection with the foregoing, the Servicer being terminated shall bear all reasonable out-of-pocket costs of any a servicing transfer, including but not limited to those of the foregoingMaster Servicer, the Securities Administrator, the Trustee, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. If such amounts are not paid by the terminated Servicer, they shall be paid from amounts held in the Distribution Account. D. Failure by Servicer to service and collect amounts due from Obligors under Contracts in accordance with the servicing criteria described in EXHIBIT A attached hereto.

Servicer Events of Default. The occurrence and continuation of If any one of the following events shall be a ("Servicer Event Events of Default" ") shall occur and be continuing: (i) Any failure by the Servicer to deposit or transfer into the Collection Account any proceeds or payment, required to be so deposited or transferred under the Servicing Agreement:terms of this Agreement that shall continue unremedied for a period of three Business Days after written notice of such failure is received by the Servicer from FIARC or the Collateral Agent; or A. (ii) Failure on the part of the Servicer duly to remit collections observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement, or the material breach by the Servicer or any of its representations and warranties set forth in this Agreement, which failure or breach shall (a) materially and adversely affect the rights of FIARC and (b) continue unremedied for a period of 30 days after the date on the Contracts to the Master Collections Account when due and continuance which written notice of such failure for four Business Daysor breach, requiring the same to be remedied, shall have been given to the Servicer by FIARC or the Collateral Agent; or B. An involuntary case is commenced (iii) The entry of a decree or filed against order by a court or agency or supervisory authority having jurisdiction in the Servicer under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or premises for the appointment of a conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of liquidator for the Servicer in any insolvency, readjustment of debt, marshalling of assets and liabilities, or of any substantial part of its propertysimilar proceedings, or for the winding up or liquidation of the affairs of, liquidation, dissolution, or reorganization of the Servicer and the continuance of such case or filing unstayed for a period of thirty consecutive daysits affairs; or C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or the Servicer shall become insolvent or admit in writing it s inability to pay its debts as they come due, or the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the (iv) The consent by the Servicer to the appointment of a conservator or taking possession by a receiverreceiver or liquidator in any insolvency, liquidatorreadjustment of debt, assigneemarshalling of assets and liabilities, trustee, custodian, sequestrator or other similar official proceedings of or relating to the Servicer or of any substantial part or relating substantially to all of its property property; or the making by the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to avail itself of any applicable insolvency or reorganization statute, make an assignment for the benefit of creditors its creditors, or voluntarily suspend payment of its obligations; then, and in each and every case, so long as a Servicer Event of Default shall not have been cured, FIARC may with the failure by written consent of MBIA and shall at the written direction of MBIA, terminate all of the rights and obligations of the Servicer generally under this Agreement, subject to pay its debts as such debts become due or accrued compensation, rights of reimbursement and the taking survival of corporate action indemnity and limitation on liability provisions, by notice in writing to the Servicer in furtherance sent by certified mail, postage prepaid, or by hand delivery. Upon the Servicer's receipt of any notice of termination pursuant to this Section 8.01, the foregoingServicer shall continue to perform its functions as Servicer under this Agreement until the earlier of (i) the appointment of a successor Servicer pursuant to Section 8.03, and (ii) 45 days from its receipt of such notice of termination. D. Failure by Servicer to service and collect amounts due from Obligors under Contracts in accordance with the servicing criteria described in EXHIBIT A attached hereto.

Servicer Events of Default. The occurrence and continuation of any one Each of the following events shall be constitute a "Servicer Event SERVICER EVENT OF DEFAULT" on the part of Default" under the Servicing AgreementServicer: A. Failure (a) any failure by the Servicer to observe or perform in any material respect any of the terms, covenants or agreements on the part of the Servicer set forth in this Agreement, any Transfer Supplement or in the Custodial Agreement (other than those set forth in CLAUSES (h), (i) and (m) below) which continues unremedied for a period of 45 days after the date on which the Purchaser, the Custodian or the Agent has actual knowledge of such failure or written notice of such failure, requiring the failure to be remedied, shall have been given to the Servicer, the Agent, the Collateral Agent, the Indenture Trustee, the Owner Trustee and the Swap Counterparties by the Purchaser or by the Custodian or the Agent; (b) any representation, warranty, statement or certificate made by the Servicer shall prove to have been incorrect in any material respect at the time when made, and which continues to be incorrect in any material respect for 45 days after actual knowledge or written notice; (c) any failure by the Servicer to maintain any required licenses to do business in any jurisdiction where the Mortgaged Property is located; (d) jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, including bankruptcy, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and a decree or order shall have remained in force undischarged or unstayed for a period of 45 days; (e) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; (f) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or cease its normal business operations for six Business Days; (g) the Servicer or PHH Corporation enters into a consent agreement or otherwise agrees in writing with any federal or state regulatory agency or authority to restrict its activities, if the default of such agreement by the Servicer or PHH Corporation entitles such applicable federal or state agency to place the Servicer in receivership or conservatorship; (h) failure of the Servicer to cause to be delivered to the Collateral Agent on the date of sale or Securitization of an Eligible Loan the proceeds of any such sale or Securitization; (i) failure of the Servicer to cause to be delivered to the Collateral Agent for deposit into the Collection Account not later than two Business Days after receipt by the Servicer of any amounts required by SECTION 4.5 hereof to be deposited by the Servicer in the Collection Account; (j) the Seller, the Additional Seller, Servicer or PHH Corporation shall default on any of its debt obligations in excess of $50,000,000 in the aggregate; (k) failure of the Servicer to be an Approved Seller/Servicer by at least two of GNMA, FNMA and FHLMC; (l) the ratings of PHH Corporation or its successors and assigns are withdrawn or are downgraded below "BB+/Ba1" by the Rating Agencies; or (m) the failure on the part of the Servicer to remit collections make any payment or deposit (not described in CLAUSE (h) or (i) above) required under this Agreement on or before five Business Days after the Contracts date such payment or deposit is required to be made. In each and every such case, so long as a Servicer Event of Default shall not have been remedied, in addition to whatsoever rights the Purchaser may have at law or in equity to damages, including injunctive relief and specific performance, the Purchaser, by notice in writing to the Master Collections Account when due Servicer, the Agent, the Collateral Agent, the Indenture Trustee, the Owner Trustee, the Swap Counterparties and continuance the Rating Agencies may terminate all of such failure for four Business Days; or B. An involuntary case is commenced or filed against the rights and obligations of the Servicer under this Agreement and in and to the federal bankruptcy laws, Eligible Loans and the proceeds thereof other than unpaid Servicing Fees. The Purchaser will only remove the Servicer as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or for described above upon the appointment affirmative vote of the holders of a receivermajority in principal amount of all Series of Certificates, liquidator, assignee, trustee, custodian, sequestrator or other similar official and the consent of the Servicer or of any substantial part of its propertySwap Counterparties, or for the winding up of the affairs of, liquidation, dissolution, or reorganization of the Servicer Collateral Agent and the continuance of such case or filing unstayed for a period of thirty consecutive days; or C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or the Servicer shall become insolvent or admit in writing it s inability to pay its debts as they come due, or the commencement Required Banks and Required Noteholders. Upon receipt by the Servicer of a voluntary case such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the federal bankruptcy lawsEligible Loans or otherwise, as now shall pass to and be vested in the successor appointed pursuant to SECTION 12.1 hereof. Upon written request from the Purchaser, the Servicer shall prepare, execute and deliver to the successor entity designated by the Purchaser any and all documents and other instruments, place in such successor's possession all Mortgage Loan Files, and do or hereafter cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Eligible Loans and related documents, at the Servicer's sole expense. The Servicer shall cooperate with such successor in effecteffecting the termination of the Servicer's responsibilities and rights hereunder, or any other present or future federal or state bankruptcyincluding without limitation, insolvency or similar law, or the consent transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to any Collection Account or Escrow Account or thereafter received with respect to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoingEligible Loans. D. Failure by Servicer to service and collect amounts due from Obligors under Contracts in accordance with the servicing criteria described in EXHIBIT A attached hereto.

Servicer Events of Default. The occurrence and continuation of any one Each of the following events shall be constitute a "Servicer Event of Default" Default on the part of the Servicer: (a) any failure by the Servicer to remit to the Master Servicer any payment required to be made under the Servicing terms of this Agreement:; A. Failure (b) failure by the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement, including, but not limited to, breach by the Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 3.3, which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to remit collections on the Contracts be remedied, shall have been given to the Servicer by the Master Collections Account when due and continuance of such Servicer; (c) failure for four Business Days; or B. An involuntary case is commenced or filed against by the Servicer under to maintain its license to do business in any jurisdiction where the federal bankruptcy laws, as now Mortgaged Property is located if such license is required; (d) a decree or hereafter in effect, order of a court or any other present agency or future federal or state bankruptcy, insolvency or similar law, or supervisory authority having jurisdiction for the appointment of a receiverconservator or receiver or liquidator in any insolvency, liquidatorreadjustment of debt, assigneeincluding bankruptcy, trustee, custodian, sequestrator marshaling of assets and liabilities or other similar official of the Servicer or of any substantial part of its propertyproceedings, or for the winding winding-up or liquidation of the affairs ofits affairs, liquidation, dissolution, or reorganization of shall have been entered against the Servicer and the continuance of such case decree or filing order shall have remained in force undischarged or unstayed for a period of thirty consecutive 60 days; or; C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or (e) the Servicer shall become insolvent consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; (f) the Servicer shall admit in writing it s its inability to pay its debts generally as they come become due, or the commencement by the Servicer of file a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the Servicer petition to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or take advantage of any substantial part of its property applicable insolvency, bankruptcy or the making by the Servicer of reorganization statute, make an assignment for the benefit of creditors its creditors, voluntarily suspend payment of its obligations or cease its normal business operations for three Business Days; (g) the Servicer ceases to meet the servicer eligibility qualifications of Xxxxxx Mae or Xxxxxxx Mac; or (h) the Servicer attempts to assign its right to servicing compensation hereunder or to assign this Agreement or the failure servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof in violation of Section 5.10. If the Servicer obtains knowledge of a Servicer Event of Default, the Servicer shall promptly notify the Master Servicer. In each and every such case, so long as a Servicer Event of Default shall not have been remedied, in addition to whatever rights the Master Servicer may have at law or equity to damages, including injunctive relief and specific performance, the Master Servicer, by notice in writing to the Servicer, may terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. Upon receipt by the Servicer generally of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to pay the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed hereunder. Upon written request from the Master Servicer, the Servicer shall, at its debts as expense, prepare, execute and deliver to the successor entity designated by the Master Servicer any and all documents and other instruments, place in such debts become due successor’s possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the taking purposes of corporate action such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Servicer’s sole expense. The Servicer shall cooperate with the Master Servicer and such successor in effecting the termination of the Servicer’s responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer in furtherance of any of to the foregoingCustodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. D. Failure by Servicer to service and collect amounts due from Obligors under Contracts in accordance with the servicing criteria described in EXHIBIT A attached hereto.

Servicer Events of Default. The occurrence and continuation of With respect to each Servicer, individually, if any one of the following events shall be a "(“Servicer Event of Default" ”) shall occur and be continuing: (i) any failure by the Servicer to remit to the Trust Administrator for distribution to the Certificateholders any payment (other than a P&I Advance required to be made from its own funds on any Servicer Remittance Date pursuant to Section 4.03) required to be made under the Servicing Agreement:terms of the Certificates and this Agreement which continues unremedied for a period of one Business Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Depositor, the Trust Administrator or the Trustee (in which case notice shall be provided by telecopy), or to the Servicer, the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights; or A. Failure (ii) any failure on the part of the Servicer duly to remit collections observe or perform in any material respect any of the covenants or agreements on the Contracts part of the Servicer contained in the Certificates or in this Agreement which continues unremedied for a period of 30 days (except, with respect to Countrywide’s and JPMorgan’s obligations under Section 3.21, a period of 10 days) after the earlier of (i) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Collections Account when due Servicer by the Depositor, the Trust Administrator or the Trustee, or to the Servicer, the Depositor, the Trust Administrator and continuance the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge of such failure for four Business Daysby a Servicing Officer of the Servicer; or B. An (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case is commenced or filed against the Servicer under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar lawlaw or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator winding-up or other similar official of the Servicer or of any substantial part liquidation of its propertyaffairs, or for the winding up of the affairs of, liquidation, dissolution, or reorganization of shall have been entered against the Servicer and if such proceeding is being contested by the continuance of Servicer in good faith such case decree or filing order shall have remained in force undischarged or unstayed for a period of thirty 60 consecutive daysdays or results in the entry of an order for relief or any such adjudication or appointment; or C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or (iv) the Servicer shall become insolvent consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or (v) the Servicer shall admit in writing it s its inability to pay its debts generally as they come become due, or the commencement by the Servicer file a petition to take advantage of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, applicable insolvency or similar lawreorganization statute, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of make an assignment for the benefit of creditors its creditors, or voluntarily suspend payment of its obligations; or (vi) any failure of the Servicer to make, or of the Trust Administrator to make on behalf of the Servicer, any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continued unremedied for a period of one Business Day after the date upon which written notice of such failure (which notice the Trust Administrator must provide by 3:00 p.m. New York time on the Business Day following the Servicer Remittance Date), requiring the same to be remedied, shall have been given to related Servicer by the Trust Administrator. If a Servicer Event of Default described in clauses (i) through (v) of this Section shall occur, then, and in each and every such case, so long as such Servicer Event of Default shall not have been remedied, the Depositor or the failure Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shall, by notice in writing to the related Servicer (and to the Depositor and the Trust Administrator if given by the Trustee or to the Trustee and the Trust Administrator if given by the Depositor), terminate all of the rights and obligations of the related Servicer generally in its capacity as a Servicer under this Agreement, to pay the extent permitted by law, and in and to the Mortgage Loans and the proceeds thereof. If a Servicer Event of Default described in clause (vi) hereof shall occur and shall not have been remedied during the applicable time period set forth in clause (vi) above, the Trust Administrator shall, by notice in writing to the related Servicer and the Depositor, terminate all of the rights and obligations of the related Servicer in its debts capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by the related Servicer of such debts become due written notice, all authority and power of such Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the taking Mortgage Loans or otherwise, shall pass to and be vested in the Trust Administrator pursuant to and under this Section and, without limitation, the Trust Administrator is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf of corporate action and at the expense of the related Servicer, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. Each Servicer agrees, at its sole cost and expense, promptly (and in any event no later than ten Business Days subsequent to such notice) to provide the Trust Administrator with all documents and records requested by it to enable it to assume such Servicer’s functions under this Agreement, and to cooperate with the Trust Administrator in effecting the termination of such Servicer’s responsibilities and rights under this Agreement, including, without limitation, the transfer within one Business Day to the Trust Administrator for administration by it of all cash amounts which at the time shall be or should have been credited by the related Servicer to the Collection Account held by or on behalf of such Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the related Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by such Servicer (provided, however, that the related Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in furtherance respect of P&I Advances or otherwise, and shall continue to be entitled to the benefits of Section 6.03, notwithstanding any such termination, with respect to events occurring prior to such termination). For purposes of this Section 7.01, the Trustee and the Trust Administrator shall not be deemed to have knowledge of a Servicer Event of Default unless a Responsible Officer of the Trustee or the Trust Administrator, as the case may be, assigned to and working in the Trustee’s or the Trust Administrator’s Corporate Trust Office, as applicable, has actual knowledge thereof or unless written notice of any event which is in fact such a Servicer Event of Default is received by the foregoingTrustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreement. D. Failure by Servicer to service and collect amounts due from Obligors under Contracts in accordance with the servicing criteria described in EXHIBIT A attached hereto.

Servicer Events of Default. The occurrence and continuation of any In case one or more of the -------------------------- following conditions or events shall be a ("Servicer Event Events of Default" ") by the Servicing -------------------------- Advisor or the Servicer (in either case, the "Defaulting Servicer") shall occur ------------------- and be continuing, that is to say: (i) any failure by the Servicer to deposit into the Collection Account or the Reserve Account, or any other account required to be established hereunder, any amount required to be so deposited by the Servicer pursuant to and in accordance with the term of this Agreement, or any failure by the Servicer, in its capacity as Paying Agent, to distribute to Certificateholders when due any payment required to be made under the Servicing Agreement:terms of the Certificates and this Agreement provided funds are available therefor; or A. Failure (ii) any failure on the part of the Defaulting Servicer duly to remit collections observe or perform in any material respect any of the other covenants or agreements on the Contracts to part of it in the Master Collections Account when due Certificates or in this Agreement (in the case of the Servicer, whether in the Servicer's capacity as Servicer, Authenticating Agent, Paying Agent or Transfer Agent and continuance Certificate Registrar) which continues unremedied for a period of 30 days after the date on which the Servicer, or the Servicing Advisor, as appropriate, the Trustee, or the Holders of Certificates evidencing in the aggregate not less than 25% of the Aggregate Certificate Principal Balance of the Controlling Class shall have given written notice of such failure for four Business Daysfailure, specifying the nature thereof; or B. An involuntary case is (iii) there shall be commenced or filed against the Defaulting Servicer any case, proceeding or other action (a) under the federal bankruptcy lawsany existing or future law of any jurisdiction, as now domestic or hereafter in effectforeign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or any other present seeking to adjudicate it a bankrupt or future federal or state bankruptcy, insolvency or similar lawinsolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (b) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, which remains undismissed, undischarged or unbonded for a period of 60 days; or (iv) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a receiver, liquidator, assignee, trustee, custodianconservator, sequestrator receiver or other liquidator in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar official of the Servicer or of any substantial part of its propertyproceedings, or for the winding winding- up or liquidation of its affairs, shall have been entered against the affairs of, liquidation, dissolution, or reorganization of the Defaulting Servicer and the continuance of such case decree or filing order shall have remained in force undischarged and unstayed for a period of thirty consecutive 60 days; or C. An order for relief (v) the Defaulting Servicer shall be entered consent to the appointment of a trustee, conservator, receiver or liquidator or liquidating committee in a case under title 11 any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to the United States Code on which the Servicer is a debtorDefaulting Servicer, or of or relating to all or substantially all of its property; or (vi) the Defaulting Servicer shall become insolvent or admit in writing it s its inability to pay its debts generally as they come become due, or the commencement by the Servicer of file a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the Servicer petition to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or take advantage of any substantial part of its property applicable insolvency, bankruptcy or the making by the Servicer of reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or (vii) the failure Defaulting Servicer shall be dissolved, or shall dispose of all or substantially all of its assets; or consolidate with or merge into another entity or shall permit another entity to consolidate or merge into it, such that the resulting entity does not meet the criteria for a successor servicer, as specified in Section 7.01 hereof; or (viii) the Defaulting Servicer shall cease business operations or fail to conduct its business as presently conducted. then, and in each and every such case, subject to applicable law, so long as each Servicer Event of Default shall not have been remedied, either the Trustee or the Holders of Certificates evidencing in the aggregate not less than a majority of the Aggregate Certificate Principal Balance represented by the Controlling Class, by notice in writing to the Defaulting Servicer (and to the Trustee if given by the Certificateholders) may terminate all or any of the rights and obligations of the Defaulting Servicer under this Agreement. Upon receipt by the Defaulting Servicer of such written notice, and, with respect to, the Servicer only, if such written notice specified a Servicer Event of Default other than an event specified in clauses (i) or (ii) above, all authority and power of the Defaulting Servicer under this Agreement, whether with respect to the Certificates or the Loans or otherwise, shall pass to and be vested in the Trustee or if the Servicing Advisor is the Defaulting Servicer, the Servicer, pursuant to and under this Section, subject to the provisions of Section 8.04; and, without limitation, the Trustee or the Servicer, as applicable, is hereby authorized and empowered to execute and deliver, on behalf of the Defaulting Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Defaulting Servicer agrees to cooperate with the Trustee or the Servicer, as applicable, in effecting the termination of the Defaulting Servicer's, responsibilities and rights hereunder and shall promptly provide the Trustee or the Servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Defaulting Servicer's functions hereunder. In the event of the occurrence of a Servicer Event of Default specified in clauses (i) or (ii) above with respect to the Servicer, any removal of the Servicer shall become effective upon acceptance of an appointment of a successor Servicer as provided in Section 8.04 below. Without limiting the generality of the foregoing or any other provision of this Agreement, upon the occurrence of a Servicer Event of Default with respect to the Servicer (whether in its capacity as Servicer, Paying Agent, Transfer Agent and Certificate Registrar or Authenticating Agent), the Trustee shall have all authority over the Collection Account, the Reserve Account and any other account maintained hereunder, all collections and other funds which upon or after such Servicer Event of Default are or shall be held by the Servicer generally for deposit into the Collection Account, the Reserve Account or any other account maintained hereunder, or which are or shall be on deposit in such accounts, and simultaneously therewith, the authority granted to pay its debts as the Servicer and the Paying Agent to make withdrawals from such debts become due or accounts pursuant to Section 5.02 and Section 5.03 shall cease; provided, however, that the taking of corporate action Trustee shall be required to make the transfers, withdrawals and distributions otherwise required to be made by the Servicer (whether in furtherance of any its capacity as Servicer, Paying Agent, Transfer Agent and Certificate Registrar or Authenticating Agent) pursuant to the terms hereof. Each of the foregoing. D. Failure by Servicing Advisor and the Servicer agrees to service notify each other and collect amounts due from Obligors under Contracts in accordance the Trustee, the Certificateholders and D&P of the occurrence of a Servicer Default or a Servicer Event of Default with respect to itself and the servicing criteria described in EXHIBIT A attached hereto.Trustee shall notify Certificateholders and D&P promptly upon acquiring

Servicer Events of Default. The occurrence and continuation of any one Each of the following events shall be a "constitute an Servicer Event of Default" under the Servicing Agreement: A. Failure Default on the part of the Servicer (each a “Servicer Event of Default”): (a) any failure by the Servicer to remit collections to the Trustee any payment required to be made under the terms of this Agreement; (b) failure by the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the Contracts part of the Servicer set forth in this Agreement, including, but not limited to, breach by the Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Schedule V, or in the Custodial Agreement which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Collections Account when due and continuance of such Servicer by the Trustee or the Custodian; (c) failure for four Business Days; or B. An involuntary case is commenced or filed against by the Servicer under to maintain its license to do business in any jurisdiction where the federal bankruptcy laws, as now Mortgaged Property is located if such license is required; (d) a decree or hereafter in effect, order of a court or any other present agency or future federal or state bankruptcy, insolvency or similar law, or supervisory authority having jurisdiction for the appointment of a receiverconservator or receiver or liquidator in any insolvency, liquidatorreadjustment of debt, assigneeincluding bankruptcy, trustee, custodian, sequestrator marshaling of assets and liabilities or other similar official of the Servicer or of any substantial part of its propertyproceedings, or for the winding winding-up or liquidation of the affairs ofits affairs, liquidation, dissolution, or reorganization of shall have been entered against the Servicer and the continuance of such case decree or filing order shall have remained in force undischarged or unstayed for a period of thirty consecutive 60 days; (e) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; or C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or (f) the Servicer shall become insolvent or admit in writing it s its inability to pay its debts generally as they come become due, or the commencement by the Servicer of file a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the Servicer petition to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or take advantage of any substantial part of its property applicable insolvency, bankruptcy or the making by the Servicer of reorganization statute, make an assignment for the benefit of creditors its creditors, voluntarily suspend payment of its obligations or cease its normal business operations for three Business Days; (g) the Servicer ceases to meet the servicer eligibility qualifications of Xxxxxx Mae or Xxxxxxx Mac; or (h) the Servicer attempts to assign its right to servicing compensation hereunder or to assign this Agreement or the failure servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof in violation of Section 5.11. If the Servicer obtains knowledge of an Servicer Event of Default, the Servicer shall promptly notify the Trustee and the Master Servicer. In each and every such case, so long as an Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee or the Master Servicer, by notice in writing to the Servicer, may terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. Upon receipt by the Servicer generally of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to pay its debts as such debts become due the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section 6.22. Upon written request from the Trustee or the taking Master Servicer, the Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by the Trustee or the Master Servicer any and all documents and other instruments, place in such successor’s possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of corporate action such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Servicer’s sole expense. The Servicer shall cooperate with the Trustee or the Master Servicer and such successor in effecting the termination of the Servicer’s responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer in furtherance of any of to the foregoingCustodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. D. Failure by Servicer to service and collect amounts due from Obligors under Contracts in accordance with the servicing criteria described in EXHIBIT A attached hereto.

Servicer Events of Default. The occurrence and continuation of any one Each of the following events shall be a "constitute an Servicer Event of Default" under the Servicing Agreement: A. Failure Default on the part of the Servicer (each a “Servicer Event of Default”): (a) any failure by the Servicer to remit collections to the Trustee any payment required to be made under the terms of this Agreement; (b) failure by the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the Contracts part of the Servicer set forth in this Agreement, including, but not limited to, breach by the Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Schedule III, or in the Custodial Agreement which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Collections Account when due and continuance of such Servicer by the Trustee or the Custodian; (c) failure for four Business Days; or B. An involuntary case is commenced or filed against by the Servicer under to maintain its license to do business in any jurisdiction where the federal bankruptcy laws, as now Mortgaged Property is located if such license is required; (d) a decree or hereafter in effect, order of a court or any other present agency or future federal or state bankruptcy, insolvency or similar law, or supervisory authority having jurisdiction for the appointment of a receiverconservator or receiver or liquidator in any insolvency, liquidatorreadjustment of debt, assigneeincluding bankruptcy, trustee, custodian, sequestrator marshaling of assets and liabilities or other similar official of the Servicer or of any substantial part of its propertyproceedings, or for the winding winding-up or liquidation of the affairs ofits affairs, liquidation, dissolution, or reorganization of shall have been entered against the Servicer and the continuance of such case decree or filing order shall have remained in force undischarged or unstayed for a period of thirty consecutive 60 days; (e) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; or C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or (f) the Servicer shall become insolvent or admit in writing it s its inability to pay its debts generally as they come become due, or the commencement by the Servicer of file a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the Servicer petition to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or take advantage of any substantial part of its property applicable insolvency, bankruptcy or the making by the Servicer of reorganization statute, make an assignment for the benefit of creditors its creditors, voluntarily suspend payment of its obligations or cease its normal business operations for three Business Days; (g) the Servicer ceases to meet the servicer eligibility qualifications of Xxxxxx Xxx or Xxxxxxx Mac; or (h) the Servicer attempts to assign its right to servicing compensation hereunder or to assign this Agreement or the failure servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof in violation of Section 5.11. If the Servicer obtains knowledge of a Servicer Event of Default, the Servicer shall promptly notify the Trustee and the Master Servicer. In each and every such case, so long as an Servicer Event of Default shall not have been remedied, in addition to whatever rights the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Trustee or the Master Servicer, by notice in writing to the Servicer, may terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. Upon receipt by the Servicer generally of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to pay its debts as such debts become due the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section 6.21. Upon written request from the Trustee or the taking Master Servicer, the Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by the Trustee or the Master Servicer any and all documents and other instruments, place in such successor’s possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of corporate action such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Servicer’s sole expense. The Servicer shall cooperate with the Trustee or the Master Servicer and such successor in effecting the termination of the Servicer’s responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer in furtherance of any of to the foregoingCustodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. D. Failure by Servicer to service and collect amounts due from Obligors under Contracts in accordance with the servicing criteria described in EXHIBIT A attached hereto.

Servicer Events of Default. The occurrence and continuation of any (a) In case one or more of the following events shall be of default by the Servicer (each, a "Servicer Event of Default" under ") shall occur and be continuing: ------------------------- (i) any failure by the Servicing Agreement:Servicer to deposit in the Collection Account in accordance with Section 5.01(b) hereof any payments in respect of the --------------- Revenue Agreements received by the Servicer no later than the second Business Day following the day on which such payments were received; or A. Failure (ii) failure by the Servicer to execute, on behalf of the Issuer Trust, amended and restated Revenue Agreements with each of Pepsi and Coors on the part Closing Date as described in Section 4.01(b) hereof or to observe or perform, in any material respect, any other covenants, obligations or agreements of the Servicer as set forth in this Agreement or under the Operating and Management Agreement, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to remit collections on the Contracts be remedied and stating that such notice is a "Notice of Default" hereunder, shall have been given (a) to the Master Collections Account when due and continuance of such failure for four Business DaysServicer by the Indenture Trustee or the Issuer Trust, or (b) to the Servicer by the Majority Noteholders; or B. An involuntary case is commenced (iii) a decree or filed against the Servicer under the federal bankruptcy laws, as now order of a court or hereafter in effect, agency or any other present or future federal or state bankruptcy, insolvency or similar law, or supervisory authority having jurisdiction for the appointment of a receiverconservator or receiver or liquidator in any insolvency, liquidatorreadjustment of debt, assignee, trustee, custodian, sequestrator marshaling of assets and liabilities or other similar official of the Servicer or of any substantial part of its propertyproceedings, or for the winding winding-up or liquidation of the affairs ofits affairs, liquidation, dissolution, or reorganization of shall have been entered against the Servicer and the continuance of such case decree or filing order shall have remained in force, undischarged or unstayed for a period of thirty consecutive 60 days; or C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or (iv) the Servicer shall become insolvent consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of the Servicer's property; or (v) the Servicer shall admit in writing it s its inability to pay its debts as they come become due, or the commencement by the Servicer file a petition to take advantage of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, applicable insolvency or similar lawreorganization statute, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of make an assignment for the benefit of creditors its creditors, or voluntarily suspend payment of its obligations; or (vi) the Majority Noteholders shall receive notice from the Servicer that the Servicer is no longer able to discharge its duties under this Agreement; (b) then, and in each and every such case, so long as a Servicer Event of Default shall not have been remedied, the Indenture Trustee or the failure Majority Noteholders, by notice in writing to the Servicer may, in addition to whatever rights such Person may have at law or in equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Servicer under this Agreement and any Subservicer under the Operating and Management Agreement and in and to the Trust Assets and the proceeds thereof, as servicer under this Agreement. Upon receipt by the Servicer generally of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to pay its debts as such debts become due the Trust Assets or otherwise, shall, subject to Section 9.02 hereof, pass to and be vested in a successor servicer, or the taking ------------ Indenture Trustee if a successor servicer cannot be retained in a timely manner, and the successor servicer, or Indenture Trustee, as applicable, is hereby authorized and empowered to execute and deliver, on behalf of corporate action the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including, but not limited to, the transfer and endorsement or assignment of the Trust Assets and related documents. The Servicer agrees to cooperate with the successor servicer in effecting (i) the termination of the Servicer's responsibilities and rights hereunder, including, without limitation, the transfer to the successor servicer for administration by it of all amounts which shall at the time be credited by the Servicer in furtherance to the Collection Account or thereafter received with respect to the Trust Assets and (ii) the termination of any Subservicer's responsibilities and rights under the Operating and Management Agreement. (c) In the event that the Servicer is terminated as Servicer hereunder, the Servicer hereby agrees that it shall immediately thereafter relinquish all supervisory rights with respect to the Operator held by it under the Operating and Management Agreement or in its capacity as owner of the foregoingNew Arena Facility. D. Failure by Servicer to service and collect amounts due from Obligors under Contracts in accordance with the servicing criteria described in EXHIBIT A attached hereto.

Servicer Events of Default. The occurrence and continuation of any one (a) Each of the following events shall be constitute a "Servicer Event of Default" Default on the part of the Servicer: (i) any failure by the Servicer to remit to the Securities Administrator any payment required to be made under the Servicing Agreement:terms of this Agreement and such failure continues for two Business Days; A. Failure (ii) failure by the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (other than the covenants described in clause (ix) below), including, but not limited to, breach by the Servicer of any one or more of the representations, warranties and covenants of the Servicer as set forth in Section 3.3, which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to remit collections on the Contracts be remedied, shall have been given to the Servicer by the Master Collections Account when due and continuance of such Servicer or the Trustee; (iii) failure for four Business Days; or B. An involuntary case is commenced or filed against by the Servicer under to maintain its license to do business in any jurisdiction where the federal bankruptcy laws, as now or hereafter in effectMortgaged Property is located if such license is required; (iv) a petition with, or any other present decree or future federal order of a court or state bankruptcy, insolvency agency or similar law, or supervisory authority having jurisdiction for the appointment of a receiverconservator or receiver or liquidator in any bankruptcy, liquidatorinsolvency, assigneereadjustment of debt, trusteeincluding bankruptcy, custodian, sequestrator marshaling of assets and liabilities or other similar official of the Servicer or of any substantial part of its propertyproceedings, or for the winding winding-up or liquidation of the affairs ofits affairs, liquidation, dissolution, shall have been filed or reorganization of entered against the Servicer and the continuance of such case petition or filing decree or order shall have remained in force undischarged or unstayed for a period of thirty consecutive 60 days; or; C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or (v) the Servicer shall become insolvent consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its assets; (vi) the Servicer shall admit in writing it s its inability to pay its debts generally as they come become due, or the commencement by the Servicer of file a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the Servicer petition to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or take advantage of any substantial part of its property applicable insolvency, bankruptcy or the making by the Servicer of reorganization statute, make an assignment for the benefit of creditors its creditors, voluntarily suspend payment of its obligations or cease its normal business operations for at least three Business Days; (vii) the Servicer ceases to meet the Servicer eligibility qualifications of Xxxxxx Xxx or Xxxxxxx Mac; (viii) the Servicer attempts to assign its right to servicing compensation hereunder or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof in violation of Section 6.1 hereof; or (ix) any failure by the Servicer generally to pay duly perform, within the required time period, its debts obligations to provide any Assessment of Compliance, Attestation Report, Compliance Statement, Back-Up SOX certification, or any other information, data or materials required to be provided hereunder, including any items required to be included in any Exchange Act report pursuant to Article V, which failure continues unremedied for a period of five days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer. (b) If the Servicer obtains knowledge of a Servicer Event of Default, the Servicer shall promptly notify the Master Servicer, the Depositor, the Seller and the Trustee. In each and every such case, so long as such debts become due a Servicer Event of Default shall not have been remedied, in addition to whatever rights the Master Servicer or the taking Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Master Servicer, by notice in writing to the Servicer, may terminate all the rights and obligations of corporate action the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. (c) The Master Servicer will provide written notice of the Servicer’s termination upon a Servicer Event of Default to the Servicer, the Depositor, the Seller and the Trustee. Except with respect to a Servicer Event of Default under Section 6.5(a), in which case such notice will be immediately effective, the termination of the Servicer shall not become effective until at least ten Business Days following the date such notice of termination is provided by the Master Servicer to the Servicer and the Depositor (the “Termination Notice Date”). Upon the Termination Notice Date, or ten Business Days thereafter, as applicable, all authority and power of the Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor servicer appointed pursuant to Section 8.8. (d) If the Servicer is terminated upon the occurrence of a Servicer Event of Default as described in this Section 6.5, upon written request from the Depositor or the Master Servicer, the Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by the Master Servicer any and all documents and other instruments, place in such successor’s possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Servicer’s sole expense. The Servicer shall cooperate with the Master Servicer and such successor in effecting the termination of the Servicer’s responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer in furtherance to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. (e) In connection with the foregoing, the Servicer being terminated shall bear all reasonable out-of-pocket costs of any a servicing transfer, including but not limited to those of the foregoingMaster Servicer, the Securities Administrator, the Trustee, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. If such amounts are not paid by the terminated Servicer, they shall be paid from amounts held in the Distribution Account. D. Failure by Servicer to service and collect amounts due from Obligors under Contracts in accordance with the servicing criteria described in EXHIBIT A attached hereto.

Servicer Events of Default. The occurrence and continuation of If any one of the following events shall be a ("Servicer Event Events of Default" ") shall occur and be continuing: (i) Any failure by the Servicer to deposit or transfer into the Collection Account any proceeds or payment, required to be so deposited or transferred under the Servicing Agreement:terms of this Agreement that shall continue unremedied for a period of three Business Days after written notice of such failure is received by the Servicer from FIACC or the Collateral Agent; or A. (ii) Failure on the part of the Servicer duly to remit collections observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement, or the material breach by the Servicer or any of its representations and warranties set forth in this Agreement, which failure or breach shall (a) materially and adversely affect the rights of FIACC and (b) continue unremedied for a period of 30 days after the date on the Contracts to the Master Collections Account when due and continuance which written notice of such failure for four Business Daysor breach, requiring the same to be remedied, shall have been given to the Servicer by FIACC or the Collateral Agent; or B. An involuntary case is commenced (iii) The entry of a decree or filed against order by a court or agency or supervisory authority having jurisdiction in the Servicer under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or premises for the appointment of a conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of liquidator for the Servicer in any insolvency, readjustment of debt, marshalling of assets and liabilities, or of any substantial part of its propertysimilar proceedings, or for the winding up or liquidation of the affairs of, liquidation, dissolution, or reorganization of the Servicer and the continuance of such case or filing unstayed for a period of thirty consecutive daysits affairs; or C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or the Servicer shall become insolvent or admit in writing it s inability to pay its debts as they come due, or the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the (iv) The consent by the Servicer to the appointment of a conservator or taking possession by a receiverreceiver or liquidator in any insolvency, liquidatorreadjustment of debt, assigneemarshalling of assets and liabilities, trustee, custodian, sequestrator or other similar official proceedings of or relating to the Servicer or of any substantial part or relating substantially to all of its property property; or the making by the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to avail itself of any applicable insolvency or reorganization statute, make an assignment for the benefit of creditors its creditors, or voluntarily suspend payment of its obligations; 30 SERVICING AGREEMENT then, and in each and every case, so long as a Servicer Event of Default shall not have been cured, FIACC may with the failure by written consent of the Collateral Agent and shall at the written direction of the Collateral Agent, terminate all of the rights and obligations of the Servicer generally under this Agreement, subject to pay its debts as such debts become due or accrued compensation, rights of reimbursement and the taking survival of corporate action indemnity and limitation on liability provisions, by notice in writing to the Servicer in furtherance sent by certified mail, postage prepaid, or by hand delivery. Upon the Servicer's receipt of any notice of termination pursuant to this Section 8.01, the foregoingServicer shall continue to perform its functions as Servicer under this Agreement until the earlier of (i) the appointment of a successor Servicer pursuant to Section 8.03, and (ii) 45 days from its receipt of such notice of termination. D. Failure by Servicer to service and collect amounts due from Obligors under Contracts in accordance with the servicing criteria described in EXHIBIT A attached hereto.

Servicer Events of Default. The occurrence and continuation of If any one of the following events shall be (each, a "Servicer Event of Default" under the Servicing AgreementSERVICER EVENT OF DEFAULT") shall occur and be continuing: A. Any failure by the Servicer to deposit into the Collection Account any proceeds or payment required to be so delivered under the terms of this Agreement within one (1) Business Day after the Servicer receives written notice of such failure; B. Failure on the part of the Servicer to remit collections observe or to perform in any material respect any other covenants or agreements set forth in this Agreement, which failure shall adversely affect the rights of the Company and continue unremedied for a period of thirty (30) days after the date on the Contracts to the Master Collections Account when due and continuance which written notice of such failure for four Business Days; orshall have been received by the Servicer; B. An involuntary (1) The Servicer or its parent shall commence a voluntary case is commenced or filed against concerning itself under Title 11 of the Servicer under the federal bankruptcy laws, United States Code entitled "Bankruptcy" as now or hereafter in effect, or any other present or future federal or state bankruptcysuccessor thereto (the "BANKRUPTCY CODE"), insolvency or similar law(2) a custodian is appointed for, or for takes charge of, all or any substantial part of the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official property of the Servicer or its parent, (3) the Servicer or its parent commences any other proceeding under any reorganization, arrangement, adjustment of any substantial part debt, relief of its property, or for the winding up of the affairs of, liquidationdebtors, dissolution, insolvency or reorganization liquidation or similar law of the Servicer and the continuance of such case or filing unstayed for a period of thirty consecutive days; or C. An order for relief shall be entered in a case under title 11 of the United States Code on which the Servicer is a debtor, or the Servicer shall become insolvent or admit in writing it s inability to pay its debts as they come due, or the commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as any jurisdiction whether now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the Servicer effect relating to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by parent, (4) the Servicer of an or its parent is adjudicated insolvent or bankrupt, (5) the Servicer or its parent makes a general assignment for the benefit of creditors, (6) the Servicer or its parent shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due, (7) the Servicer or its parent shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts, or (8) the Servicer or its parent shall by any act or failure to act indicate its consent to, approval of or acquiescence in any of the foregoing; D. An involuntary case under the Bankruptcy Code is commenced against the Servicer or its parent and is not dismissed within sixty (60) days after commencement of the case or there is commenced against the Servicer or its parent any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Servicer or its parent which remains undismissed for a period of sixty (60) days; E. Any breach by the Servicer generally to pay its debts of any representation or warranty as set forth in Article IV(A) and such debts become due breach shall not be cured in all material respects within thirty (30) consecutive days after the earlier of (i) receipt of written notice from the Company or the taking of corporate action Secured Party to the Servicer or (ii) upon discovery by the Servicer; F. Any representation, warranty, certification or statement made by the Servicer in furtherance this Agreement or in any certificate or report delivered by it pursuant to this Agreement shall prove to have been incorrect in any material respect when made or deemed made and such error shall not be cured in all material respects within thirty (30) consecutive days after the earlier of (i) receipt of written notice from the Company or the Secured Party to the Servicer or (ii) upon discovery by the Servicer; G. The Servicer shall materially modify the Credit and Collection Policy, unless it has given the Secured Party prompt notification of such modification and the Company has determined in its reasonable discretion that such modification is not materially adverse to the Company or the Secured Party, PROVIDED that no "Servicer Event of Default" shall have occurred and be continuing if the Servicer reverses any modifications to the Credit and Collection Policy determined by the Company or the Secured Party to be materially adverse; H. There shall have occurred a Material Adverse Change with respect to the Servicer since the end of the last fiscal year ending prior to the date of its appointment as the Servicer hereunder or any other event shall have occurred which, in the commercially reasonable judgment of the Secured Party, materially and adversely affects the Servicer's ability to either collect the Receivables or to perform under this Agreement and such Material Adverse Change shall not be cured in all material respects within thirty (30) consecutive days after the earlier of (i) receipt of written notice from the Company or the Secured Party to the Servicer or (ii) upon discovery by the Servicer; I. Failure of the Servicer or any Subsidiary of the Servicer to pay when due any amounts due under any agreement to which any such person is a party and under which any Debt greater than $5,000,000 is governed; or the default by the Servicer or any Subsidiary of the Servicer in the performance of any term, provision or condition contained in any agreement to which any such person is a party and under which any Debt owing by the Servicer or any Subsidiary of the foregoing. D. Failure Servicer greater than such respective amounts was created or is governed, regardless of whether such event is an "event of default" or "default" under any such agreement; or any Debt owing by the Servicer or any Subsidiary of the Servicer greater than such respective amounts shall be declared to service be due and collect amounts due from Obligors under Contracts in accordance with payable or required to be prepaid (other than by a regularly scheduled payment) prior to the servicing criteria described in EXHIBIT A attached hereto.date of maturity thereof;