Common use of Servicer Events of Default Clause in Contracts

Servicer Events of Default. With respect to the Servicer, individually, if any one of the following events (“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 terms of the Certificates and this Agreement which continues unremedied for a period of two Business Days 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 (ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 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 Servicer by the Depositor, the Trust Administrator or the Trustee, 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 and (ii) actual knowledge of such failure by a Servicing Officer; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law 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 winding-up or liquidation of its affairs, shall have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointment; or (iv) 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; or (v) 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 or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). 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 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 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 Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the 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 and at the expense of the 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. The 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 the Servicer’s functions under this Agreement, and to cooperate with the Trust Administrator in effecting the termination of the 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 Servicer to the Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreement.

Servicer Events of Default. With respect to the Servicer, individually, if (a) If any one of the following events (“Servicer Event Events of Default”) shall occur and be continuing: (i) any (A)The failure by the Servicer to remit make any Monthly Advance which continues unremedied for a period of one (1) Business Day after it was due; (B) any other failure by the Servicer to deposit in the Trust Administrator for distribution to Collection Account or the Certificateholders Payment Account 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) deposit required to be made under the terms of the Certificates and this Agreement which continues unremedied for a period of two (2) Business Days after such deposit was due or (C) 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 (ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement, or the breach by the Servicer of to make any representation and warranty contained in remittances into the Payment Account required pursuant to Section 2.05 (other than representation 2.05(a)(x)), 3.03(i) which continues unremedied for a period of 30 days one (or if such 1) Business Day after it was due; (ii) (A)The failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such by the Servicer to make any required Servicing Advance which failure or breach be allowed to exist continues unremedied for a period of greater than 60 sixty (60) days, or (B) the failure by the Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Servicer as set forth in this Agreement, which failure materially and adversely affects the interests of the Noteholders, continues unremedied for a period of sixty (60) 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 Servicer by the DepositorMaster Servicer, the Trust Securities Administrator or the Trustee, Indenture Trustee or to the Servicer and the Master Servicer, the DepositorSecurities Administrator or the Indenture Trustee, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least not less than 25% of the Voting Rights aggregate Note Balance of the Notes; provided, however, that in the case of a failure that cannot be cured within sixty (60) days, the cure period may be extended if the Servicer can demonstrate to the reasonable satisfaction of the Master Servicer, the Securities Administrator, the Indenture Trustee and (ii) actual knowledge of such failure by a Servicing Officer; orthe Seller that the Servicer is diligently pursuing remedial action; (iii) The filing of a decree or order of petition against the Servicer in a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator or trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedingproceedings, or for the winding-winding up or liquidation of its affairs, shall have been entered against and the Servicer and if such proceeding is being contested by the Servicer in good faith continuance of any such decree or order shall have remained unstayed and in force undischarged or unstayed effect for a period of 60 thirty (30) consecutive days or results in the entry of an order for relief or any such adjudication or appointmentdays; or (iv) the 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 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 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, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer; or (v) or 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 bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations; or (viv) the Servicer Termination Test is failed; or (a) any failure reduction or withdrawal of the ratings or any shadow ratings of any Class of Notes attributable principally to the Servicer or the servicing of the Mortgage Loans or (b) any placement by a Rating Agency of any Class of Notes on credit watch with negative implications attributable principally to the Servicer or the servicing of the Mortgage Loans; or (vii) any reduction or withdrawal of the ratings of the Servicer as a servicer of subprime mortgage loans by one or more of the Rating Agencies that maintains a servicer rating system and a rating on the Notes to make “below average” or below; or (viii) the failure by the Servicer to comply, within the required time periods, with Section 3.09 or the certification described under Section 3.10; (ix) the failure by the Servicer to provide, within the time frame specified herein, any P&I Advance on any Servicer Remittance Date required reports or data pertaining to be made from its own funds pursuant to Section 4.03 the Mortgage Loans, which failure continues unremedied until 5:00 p.m. New York time on first Business Day for a period of fifteen days after the date upon on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trust Administrator or Master Servicer; or (x) the Trustee identification under any filing pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act of 2002 which identifies material weaknesses in connection with the Servicer’s ongoing evaluation of internal controls which materially and adversely affect the Servicer’s ability to perform any of its duties under this Agreement. (in which case notice shall be provided by telecopy). If a Servicer Event of Default described in clauses (ib) through (v) of this Section shall occur, then, and in each and every such case, so long as such a Servicer Event of Default shall not have been remedied, (x) with respect solely to clause (a)(i)(A) above, (1) on the related Deposit Date, upon receipt of written notice or discovery by the Master Servicer or a Responsible Officer of the Indenture Trustee or of the Securities Administrator of such failure, the Master Servicer shall give telephonic notice (by no later than 5:00 p.m. New York time on such Deposit Date) of the failure to make a Monthly Advance to a Servicing Officer of the Servicer and, to the extent the applicable current contact information has been provided to the Master Servicer, the Servicing Rights Pledgee and (2) on the Business Day immediately following the related Deposit Date, upon receipt of written notice or discovery by the Master Servicer or a Responsible Officer of the Indenture Trustee or of the Securities Administrator of the continued failure to make such Monthly Advance, the Master Servicer shall promptly give telephonic notice of such failure to a Servicing Officer of the Servicer and the Master Servicer shall direct the Indenture Trustee to terminate all of the rights and obligations of the Servicer under this Agreement and the Successor Servicer appointed in accordance with Section 6.02 shall immediately make such Monthly Advance prior to the distribution of funds on the related Payment Date and assume, pursuant to Section 6.02, the duties of a Successor Servicer and (y) in the case of clause (a)(i)(C) the Indenture Trustee and the Depositor or the Trustee may, may (and shall at the written direction of the Holders of Certificates entitled to at least not less than 51% of Voting Rightsthe aggregate Note Balance of the Notes) and in the case of clause (a)(i)(B) and (ii) through (x) above, the Indenture Trustee shall, at the direction of the Holders of not less than 51% of the aggregate Note Balance of the Notes by notice then given in writing to the Servicer Seller, the Servicer, the Master Servicer, the Servicing Rights Pledgee (and to the Depositor extent the applicable current contact information has been provided to the Master Servicer), the Rating Agencies and the Trust Administrator if given by the Trustee or Holders of Notes, to the Trustee and the Trust Administrator if given by the Depositor)Indenture Trustee, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Trust Administrator Successor Servicer pursuant to and under this Section 6.01; and, without limitation, the Trust Administrator Successor Servicer is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the each Mortgage Loans Loan and related documents, or otherwise. The 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 the Servicer’s functions under this Agreement, and agrees to cooperate with the Trust Successor Servicer, the Master Servicer, the Securities Administrator and the Indenture Trustee in effecting the termination of the Servicer’s responsibilities and rights under this Agreementof the Servicer hereunder, including, without limitation, the transfer within one Business Day to the Trust Administrator Successor Servicer for the administration by it of all cash amounts which that shall at the time shall be held by the predecessor Servicer and to be deposited by it in the Collection Account, or should that have been credited deposited by the predecessor Servicer to in the Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received by the predecessor Servicer with respect to the Mortgage Loans or any REO Property serviced Loans. All Servicing Transfer Costs and other reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred in connection with transferring the Mortgage Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 6.01 shall be paid by the predecessor Servicer within 90 days of written demand, itemized in reasonable detail, or, to the extent not paid by the predecessor Servicer, by the Trust prior to payments to Noteholders (providedor, howeverif the predecessor Servicer is the Master Servicer, that by the initial Servicer), upon presentation of reasonable documentation of such costs and expenses. If the predecessor Servicer is required but fails to pay the amounts specified in the preceding sentence and such amounts are paid by the Trust, the Securities Administrator shall, at the direction and expense of the Certificateholders, take appropriate action to enforce such obligation and recover such amounts on behalf of such Certificateholders. Notwithstanding any termination of the activities of the Servicer hereunder, the Servicer shall continue to be entitled to receive from the Trust, payment of all amounts the accrued or owing and unpaid portion of the Servicing Fees to it under this Agreement on or which the Servicer would have been entitled and reimbursement for all outstanding Monthly Advances and Servicing Advances, including but not limited to trailing expenses representing Servicing Advances incurred by the Servicer prior to but invoiced after the date of such termination, whether in respect of P&I Advances or otherwisewhich amount shall be remitted by the Successor Servicer to the terminated Servicer as permitted under Section 3.03 on a first-in, and first-out basis. The Servicer shall continue to be entitled to the benefits of Section 6.035.03, notwithstanding any such terminationtermination hereunder, with respect to events occurring prior to such termination). For purposes of this Section 7.01, . (c) Upon the Trustee and the Trust Administrator shall not be deemed to have knowledge occurrence of a Servicer Event of Default, the Servicer shall act as Servicer under this Agreement, subject to the right of removal set forth in subsection (b) hereof, for an initial period commencing on the date on which such Servicer Event of Default unless a Responsible Officer occurred and ending on the last day of the calendar quarter in which such Servicer Event of Default occurred, which period may be extended by the Master Servicer (an “Extension Notice”) for a succeeding quarterly period ending on December 31, March 31, June 30 and September 30 of each year (each such quarterly period for which the Servicer shall be designated to act as Servicer hereunder, a “Servicer Term of Service”) until such time as the Master Servicer, the Securities Administrator and the Indenture Trustee receives written direction from the Holders of not less than 51% of the aggregate Note Balance of the Notes not to deliver an Extension Notice, in which event the Master Servicer shall follow such direction; provided that nothing in this clause (c) shall prohibit the Master Servicer from removing (or prohibit Noteholders from directing the Indenture Trustee or the Trust Administrator, as Securities Administrator to direct the case may be, assigned Master Servicer to and working in remove) the Trustee’s or Servicer pursuant to clause (b) above. In the Trust Administrator’s Corporate Trust Office, as applicable, has actual knowledge thereof or unless written notice event the Master Servicer fails to deliver an Extension Notice prior to the end of any event which is in fact Servicer Term of Service, the Servicer shall be automatically terminated. (d) If the Successor Servicer or another Person succeeds to the obligations of Servicer hereunder, the term of the Successor Servicer or such Person shall not be limited unless and until a Servicer Event of Default is received by the Trustee thereafter occurs with respect to such Successor Servicer or the Trust Administrator, as applicable, and other Person. At such notice references the Certificatestime, the Trust Fund or this Agreementprovisions of Section 6.01(c) and (d) shall become applicable to the then-acting Servicer and the Person then-obligated to succeed such then-acting Servicer.

Servicer Events of Default. With respect to the Servicer, individually, if any one of the following events (“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 terms of the Certificates and this Agreement which continues unremedied for a period of two Business Days 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 (ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x2.05(a)(ix)), which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 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 Servicer by the Depositor, the Trust Administrator or the Trustee, 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 and (ii) actual knowledge of such failure by a Servicing Officer; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law 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 winding-up or liquidation of its affairs, shall have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointment; or (iv) 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; or (v) 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 or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). 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 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 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 Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the 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 and at the expense of the 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. The 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 the Servicer’s functions under this Agreement, and to cooperate with the Trust Administrator in effecting the termination of the 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 Servicer to the Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreement.

Servicer Events of Default. With respect to (a) Notwithstanding Section 8.03 of the ServicerBasic Servicing Agreement, individually, if only the occurrence and continuation of any one of the following events (will be an “Exchange Note Servicer Event of Default”” with respect to the 2019-B Exchange Note, and the “Exchange Note Servicer Events of Default” set forth in Section 8.03(a) of the Basic Servicing Agreement shall occur and be continuingnot apply to the 2019-B Exchange Note or to this 2019-B Servicing Supplement: (i) any failure by the Servicer to remit deliver to the Trust Administrator for distribution to the Certificateholders Indenture Trustee any proceeds or payment (other than a P&I Advance required to be made from its own funds on any Servicer Remittance Date pursuant so delivered with respect to Section 4.03) required to be made the 2019-B Exchange Note under the terms of the Certificates and Basic Servicing Agreement or this Agreement which 2019-B Servicing Supplement that continues unremedied for a period of two ten Business Days after the earlier of the date upon on which written (A) notice of such failure, requiring the same to be remedied, shall have been failure is given to the Servicer by the Depositor, the Trust Administrator Indenture Trustee 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% B) an Authorized Officer of the Voting Rights; orServicer has actual knowledge of such failure; (ii) any failure on the part of by the Servicer to duly to observe or perform in any material respect any other of the its covenants or agreements on in the part of the Servicer contained in this 2019-B Servicing Agreement, or which failure materially and adversely affects the breach by rights of holders of interests in the Servicer of any representation 2019-B Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), which continues unremedied for a period of 30 90 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 days) after the earlier of (i) the date on which written notice of such failure, requiring the same to be remedied, shall have been thereof is given to the Servicer by the Depositor, the Trust Administrator or the Indenture Trustee, 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 and (ii) actual knowledge of such failure by a Servicing Officer; or; (iii) a decree any representation, warranty or order statement of a court or agency or supervisory authority having jurisdiction the Servicer made in the premises in an involuntary case under 2019-B Servicing Agreement or any present certificate, report or future federal or state bankruptcy, insolvency or similar law or other writing delivered pursuant to the appointment of a conservator or receiver or liquidator 2019-B Servicing Agreement shall prove to be incorrect in any insolvencymaterial respect when made, readjustment which failure materially and adversely affects the rights of debtholders of interests in the 2019-B Exchange Note, marshalling of assets the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and liabilities or similar proceeding, or which failure continues unremedied for the winding-up or liquidation of its affairs, shall have been entered against 90 days after written notice thereof is given to the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentIndenture Trustee; or (iv) the Servicer shall consent occurrence of an Insolvency Event with respect to the appointment of a conservator or receiver or liquidator in any insolvencyServicer; provided, readjustment of debthowever, marshalling of assets and liabilities or similar proceedings of or relating to that the Servicer or of or relating to all or substantially all of its property; or (v) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage occurrence 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) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). If a Servicer Event of Default described event set forth in clauses (i) through (viii) with respect to the 2019-B Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 2019-B Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (i), (ii) or (iii) for a period of 120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 2019-B Servicing Supplement. (b) With respect to actions taken under Section 8.03(c) of the Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 2019-B Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class. (c) In accordance with Section 8.05 of the Basic Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 2019-B Exchange Noteholder (which for purposes of this Section shall occurbe the Indenture Trustee, then, and in each and every such case, so long as acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class) may waive any such Servicer Event of Default shall not have been remediedand its consequences. Upon any such waiver, the Depositor or the 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 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 Servicer in its capacity as a Servicer under this Agreement, to the extent permitted by law, and in and to the Mortgage Loans and the proceeds thereof. If a applicable Exchange Note Servicer Event of Default described in clause (vi) hereof shall occur will cease to exist, and shall not will be deemed to have been remedied during the applicable time period set forth in clause for every purpose of this Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon. (vid) above, the Trust Administrator shall, by notice in writing to the Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written noticenotice of an Exchange Note Servicer Event of Default, all authority and power of the Servicer under this Agreement2019-B Servicing Supplement, whether with respect to the Certificates (other than as a Holder of any Certificate) or Notes, the Mortgage Loans Certificates, the Trust Estate or otherwise, shall shall, without further action, pass to and be vested in the Trust Administrator Indenture Trustee or such Successor Servicer as may be appointed pursuant to and under the terms of the Basic Servicing Agreement. If the Indenture Trustee shall become Successor Servicer pursuant to this Section and, without limitation7.01(a), the Trust Administrator is hereby authorized and empowered, Indenture Trustee shall be entitled to appoint as attorneysub-in-fact Servicer any one of its Affiliates or otherwise, to execute and deliver on behalf of and at agents; provided that the expense of Indenture Trustee in its capacity as Servicer shall be fully liable for the Servicer, any and all documents and other instruments and to do actions or accomplish all other acts or things necessary or appropriate to effect the purposes omissions of such notice of termination, whether to complete the transfer and endorsement Affiliate or assignment of the Mortgage Loans and related documents, or otherwiseagent in such capacity as sub-Servicer. The outgoing 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 the Servicer’s functions under this Agreement, and to shall cooperate with the Trust Administrator Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the Servicer’s responsibilities and rights of the outgoing Servicer under this Agreement2019-B Servicing Supplement, including, without limitation, including the transfer within one Business Day to the Trust Administrator Indenture Trustee or such Successor Servicer for administration by it of all cash amounts which that shall at the time shall be held by the outgoing Servicer for deposit, or should have been credited deposited by the Servicer to the Collection Account held by or on behalf of the outgoing Servicer, in the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer 2019-B Bank Accounts or thereafter be received with respect to the Mortgage Loans 2019-B Leases and 2019-B Vehicles and all information or any REO Property serviced by documents that the Indenture Trustee or such Successor Servicer (providedmay require, howeverand the Successor Servicer shall not be liable if it cannot perform due to the failure of the predecessor Servicer to so deliver. In addition, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior transfer its electronic records relating to the date 2019-B Leases and 2019-B Vehicles to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such termination, whether in respect of P&I Advances or otherwise, costs 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreementexpenses.

Servicer Events of Default. With respect to (a) Notwithstanding Section 8.03 of the ServicerBasic Servicing Agreement, individually, if only the occurrence and continuation of any one of the following events (will be an “Exchange Note Servicer Event of Default”” with respect to the 2024-B Exchange Note, and the “Exchange Note Servicer Events of Default” set forth in Section 8.03(a) of the Basic Servicing Agreement shall occur and be continuingnot apply to the 2024-B Exchange Note or to this 2024-B Servicing Supplement: (i) any failure by the Servicer to remit deliver to the Trust Administrator for distribution to the Certificateholders Indenture Trustee any proceeds or payment (other than a P&I Advance required to be made from its own funds on any Servicer Remittance Date pursuant so delivered with respect to Section 4.03) required to be made the 2024-B Exchange Note under the terms of the Certificates and Basic Servicing Agreement or this Agreement which 2024-B Servicing Supplement that continues unremedied for a period of two ten Business Days after the earlier of the date upon on which written (A) notice of such failure, requiring the same to be remedied, shall have been failure is given to the Servicer by the Depositor, the Trust Administrator Indenture Trustee 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% B) an Authorized Officer of the Voting Rights; orServicer has actual knowledge of such failure; (ii) any failure on the part of by the Servicer to duly to observe or perform in any material respect any other of the its covenants or agreements on in the part of the Servicer contained in this 2024-B Servicing Agreement, or which failure materially and adversely affects the breach by rights of holders of interests in the Servicer of any representation 2024-B Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), which continues unremedied for a period of 30 90 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 days) after the earlier of (i) the date on which written notice of such failure, requiring the same to be remedied, shall have been thereof is given to the Servicer by the Depositor, the Trust Administrator or the Indenture Trustee, 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 and (ii) actual knowledge of such failure by a Servicing Officer; or; (iii) a decree any representation, warranty or order statement of a court or agency or supervisory authority having jurisdiction the Servicer made in the premises in an involuntary case under 2024-B Servicing Agreement or any present certificate, report or future federal or state bankruptcy, insolvency or similar law or other writing delivered pursuant to the appointment of a conservator or receiver or liquidator 2024-B Servicing Agreement shall prove to be incorrect in any insolvencymaterial respect when made, readjustment which failure materially and adversely affects the rights of debtholders of interests in the 2024-B Exchange Note, marshalling of assets the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and liabilities or similar proceeding, or which failure continues unremedied for the winding-up or liquidation of its affairs, shall have been entered against 90 days after written notice thereof is given to the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentIndenture Trustee; or (iv) the Servicer shall consent occurrence of an Insolvency Event with respect to the appointment of a conservator or receiver or liquidator in any insolvencyServicer; provided, readjustment of debthowever, marshalling of assets and liabilities or similar proceedings of or relating to that the Servicer or of or relating to all or substantially all of its property; or (v) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage occurrence 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) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). If a Servicer Event of Default described event set forth in clauses (i) through (viii) with respect to the 2024-B Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 2024-B Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (i), (ii) or (iii) for a period of 120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 2024-B Servicing Supplement. (b) With respect to actions taken under Section 8.03(c) of the Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 2024-B Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the written direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class. (c) In accordance with Section 8.05 of the Basic Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 2024-B Exchange Noteholder (which for purposes of this Section shall occurbe the Indenture Trustee, then, and in each and every such case, so long as acting at the written direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class) may waive any such Servicer Event of Default shall not have been remediedand its consequences. Upon any such waiver, the Depositor or the 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 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 Servicer in its capacity as a Servicer under this Agreement, to the extent permitted by law, and in and to the Mortgage Loans and the proceeds thereof. If a applicable Exchange Note Servicer Event of Default described in clause (vi) hereof shall occur will cease to exist, and shall not will be deemed to have been remedied during the applicable time period set forth in clause for every purpose of this Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon. (vid) above, the Trust Administrator shall, by notice in writing to the Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written noticenotice of an Exchange Note Servicer Event of Default, all authority and power of the Servicer under this Agreement2024-B Servicing Supplement, whether with respect to the Certificates (other than as a Holder of any Certificate) or Notes, the Mortgage Loans Certificates, the Trust Estate or otherwise, shall shall, without further action, pass to and be vested in the Trust Administrator Indenture Trustee or such Successor Servicer as may be appointed pursuant to and under the terms of the Basic Servicing Agreement. If the Indenture Trustee shall become Successor Servicer pursuant to this Section and, without limitationSection, the Trust Administrator is hereby authorized and empowered, Indenture Trustee shall be entitled to appoint as attorneysub-in-fact Servicer any one of its Affiliates or otherwise, to execute and deliver on behalf of and at agents; provided that the expense of Indenture Trustee in its capacity as Servicer shall be fully liable for the Servicer, any and all documents and other instruments and to do actions or accomplish all other acts or things necessary or appropriate to effect the purposes omissions of such notice of termination, whether to complete the transfer and endorsement Affiliate or assignment of the Mortgage Loans and related documents, or otherwiseagent in such capacity as sub-Servicer. The outgoing 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 the Servicer’s functions under this Agreement, and to shall cooperate with the Trust Administrator Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the Servicer’s responsibilities and rights of the outgoing Servicer under this Agreement2024-B Servicing Supplement, including, without limitation, including the transfer within one Business Day to the Trust Administrator Indenture Trustee or such Successor Servicer for administration by it of all cash amounts which that shall at the time shall be held by the outgoing Servicer for deposit, or should have been credited deposited by the Servicer to the Collection Account held by or on behalf of the outgoing Servicer, in the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer 2024-B Bank Accounts or thereafter be received with respect to the Mortgage Loans 2024-B Leases and 2024-B Vehicles and all information or any REO Property serviced by documents that the Indenture Trustee or such Successor Servicer (providedmay require, howeverand the Successor Servicer shall not be liable if it cannot perform due to the failure of the predecessor Servicer to so deliver. In addition, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior transfer its electronic records relating to the date 2024-B Leases and 2024-B Vehicles to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such termination, whether in respect of P&I Advances or otherwise, costs 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreementexpenses.

Servicer Events of Default. With respect to the Servicer, individually, if (a) If any one of the following events (“Servicer Event Events of Default”) shall occur and be continuing: (i) any (A) The failure by the Servicer to remit make any Monthly Advance which continues unremedied for a period of one (1) Business Day after it was due; or (B) any other failure by the Servicer to deposit in the Trust Administrator for distribution to Collection Account or the Certificateholders Distribution Account 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) deposit required to be made under the terms of the Certificates and this Agreement which continues unremedied for a period of two (2) Business Days after such deposit was due or (C) 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 (ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement, or the breach by the Servicer of to make any representation and warranty contained in remittances into the Distribution Account required pursuant to Section 2.05 (other than representation 2.05(a)(x)), 3.03(i) which continues unremedied for a period of 30 days one (or if such 1) Business Day after it was due; (ii) (A) The failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such by the Servicer to make any required Servicing Advance which failure or breach be allowed to exist continues unremedied for a period of greater than 60 sixty (60) days, or (B) the failure by the Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Servicer as set forth in this Agreement, which failure materially and adversely affects the interests of the Certificateholders, continues unremedied for a period of sixty (60) 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 Servicer by the DepositorMaster Servicer, the Trust Securities Administrator or the Trustee or to the Servicer and the Master Servicer, the Securities Administrator or the Trustee, or by any Holder with Certificates evidencing Voting Rights of at least 25%; provided, however, that in the case of a failure that cannot be cured within sixty (60) days, the cure period may be extended if the Servicer can demonstrate to the reasonable satisfaction of the Master Servicer, the Depositor, the Trust Securities Administrator and the Trustee by that the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge of such failure by a Servicing Officer; orServicer is diligently pursuing remedial action; (iii) The filing of a decree or order of petition against the Servicer in a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator or trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedingproceedings, or for the winding-winding up or liquidation of its affairs, shall have been entered against and the Servicer and if such proceeding is being contested by the Servicer in good faith continuance of any such decree or order shall have remained unstayed and in force undischarged or unstayed effect for a period of 60 thirty (30) consecutive days or results in the entry of an order for relief or any such adjudication or appointmentdays; or (iv) the 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 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 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, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer; or (v) or 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 bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations; or (viv) the Servicer Termination Test is failed; or (a) any failure reduction or withdrawal of the ratings or any shadow ratings of any Class of Certificates attributable principally to the Servicer or the servicing of the Mortgage Loans or (b) any placement by a Rating Agency of any Class of Certificates on credit watch with negative implications attributable principally to the Servicer or the servicing of the Mortgage Loans; or (vii) any reduction or withdrawal of the ratings of the Servicer as a servicer of subprime mortgage loans by one or more of the Rating Agencies that maintains a servicer rating system and a rating on the Certificates to make “below average” or below; or (viii) the failure by the Servicer to comply, within the required time periods, with Section 3.09 or the certification described under Section 3.10; (ix) the failure by the Servicer to provide, within the time frame specified herein, any P&I Advance on any Servicer Remittance Date required reports or data pertaining to be made from its own funds pursuant to Section 4.03 the Mortgage Loans, which failure continues unremedied until 5:00 p.m. New York time on first Business Day for a period of fifteen days after the date upon on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trust Administrator or Master Servicer; or (x) the Trustee identification under any filing pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act of 2002 which identifies material weaknesses in connection with the Servicer’s ongoing evaluation of internal controls which materially and adversely affect the Servicer’s ability to perform any of its duties under this Agreement. (in which case notice shall be provided by telecopy). If a Servicer Event of Default described in clauses (ib) through (v) of this Section shall occur, then, and in each and every such case, so long as such a Servicer Event of Default shall not have been remedied, (x) with respect solely to clause (a)(i)(A) above, (1) on the related Deposit Date, upon receipt of written notice or discovery by the Master Servicer or a Responsible Officer of the Trustee or of the Securities Administrator of such failure, the Master Servicer shall give telephonic notice (by no later than 5:00 p.m. New York time on such Deposit Date) of the failure to make a Monthly Advance to a Servicing Officer of the Servicer and, to the extent the applicable current contact information has been provided to the Master Servicer, the Servicing Rights Pledgee and (2) on the Business Day immediately following the related Deposit Date, upon receipt of written notice or discovery by the Master Servicer or a Responsible Officer of the Trustee or of the Securities Administrator of the continued failure to make such Monthly Advance, the Master Servicer shall promptly give telephonic notice of such failure to a Servicing Officer of the Servicer and the Master Servicer shall direct the Trustee to terminate all of the rights and obligations of the Servicer under this Agreement and the Successor Servicer appointed in accordance with Section 8.02 shall immediately make such Monthly Advance prior to the distribution of funds on the related Distribution Date and assume, pursuant to Section 8.02, the duties of a Successor Servicer and (y) in the case of clause (a)(i)(C) the Trustee and the Depositor or the Trustee may, may (and shall at the written direction of the Holders of Offered Certificates entitled to at least evidencing not less than 51% of all of the Voting Rights) and in the case of clause (a)(i)(B) and (ii) through (x) above, the Trustee shall, at the direction of the Holders of Offered Certificates evidencing not less than 51% of all of the Voting Rights by notice then given in writing to the Servicer Seller, the Servicer, the Master Servicer, the Servicing Rights Pledgee (and to the Depositor extent the applicable current contact information has been provided to the Master Servicer), the Rating Agencies and the Trust Administrator if given by the Trustee or Holders of Certificates, to the Trustee and the Trust Administrator if given by the Depositor)Trustee, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trust Administrator Successor Servicer pursuant to and under this Section 8.01; and, without limitation, the Trust Administrator Successor Servicer is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the each Mortgage Loans Loan and related documents, or otherwise. The 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 the Servicer’s functions under this Agreement, and agrees to cooperate with the Trust Successor Servicer, the Master Servicer, the Securities Administrator and the Trustee in effecting the termination of the Servicer’s responsibilities and rights under this Agreementof the Servicer hereunder, including, without limitation, the transfer within one Business Day to the Trust Administrator Successor Servicer for the administration by it of all cash amounts which that shall at the time shall be held by the predecessor Servicer and to be deposited by it in the Collection Account, or should that have been credited deposited by the predecessor Servicer to in the Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received by the predecessor Servicer with respect to the Mortgage Loans or any REO Property serviced Loans. All Servicing Transfer Costs and other reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred in connection with the termination of the Servicer and transferring the Mortgage Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer within 90 days of written demand, itemized in reasonable detail, or, to the extent not paid by the predecessor Servicer, by the Trust prior to distributions to Certificateholders (providedor, howeverif the predecessor Servicer is the Master Servicer, that by the initial Servicer), upon presentation of reasonable documentation of such costs and expenses. If the predecessor Servicer is required but fails to pay the amounts specified in the preceding sentence and such amounts are paid by the Trust, the Securities Administrator shall, at the direction and expense of the Class C Certificateholders, take appropriate action to enforce such obligation and recover such amounts on behalf of such Class C Certificateholders. Notwithstanding any termination of the activities of the Servicer hereunder, the Servicer shall continue to be entitled to receive from the Trust, payment of all amounts the accrued or owing and unpaid portion of the Servicing Fees to it under this Agreement on or which the Servicer would have been entitled and reimbursement for all outstanding Monthly Advances and Servicing Advances, including but not limited to trailing expenses representing Servicing Advances incurred by the Servicer prior to but invoiced after the date of such termination, whether in respect of P&I Advances or otherwisewhich amount shall be remitted by the Successor Servicer to the terminated Servicer as permitted under Section 3.03 on a first-in, and first-out basis. The Servicer shall continue to be entitled to the benefits of Section 6.037.03, notwithstanding any such terminationtermination hereunder, with respect to events occurring prior to such termination). For purposes of this Section 7.01, . (c) Upon the Trustee and the Trust Administrator shall not be deemed to have knowledge occurrence of a Servicer Event of Default, the Servicer shall act as Servicer under this Agreement, subject to the right of removal set forth in subsection (b) hereof, for an initial period commencing on the date on which such Servicer Event of Default unless occurred and ending on the last day of the calendar quarter in which such Servicer Event of Default occurred, which period may be extended by the Master Servicer (an “Extension Notice”) for a Responsible Officer succeeding quarterly period ending on December 31, March 31, June 30 and September 30 of each year (each such quarterly period for which the Servicer shall be designated to act as Servicer hereunder, a “Servicer Term of Service”) until such time as the Master Servicer, the Securities Administrator and the Trustee receives written direction from the Holders of Certificates evidencing at least 51% of the Voting Rights not to deliver an Extension Notice, in which event the Master Servicer shall follow such direction; provided that nothing in this clause (c) shall prohibit the Master Servicer from removing (or prohibit Certificateholders from directing the Trustee or the Trust Administrator, as Securities Administrator to direct the case may be, assigned Master Servicer to and working in remove) the Trustee’s or Servicer pursuant to clause (b) above. In the Trust Administrator’s Corporate Trust Office, as applicable, has actual knowledge thereof or unless written notice event the Master Servicer fails to deliver an Extension Notice prior to the end of any event which is in fact Servicer Term of Service, the Servicer shall be automatically terminated. (d) If the Successor Servicer or another Person succeeds to the obligations of Servicer hereunder, the term of the Successor Servicer or such Person shall not be limited unless and until a Servicer Event of Default is received by the Trustee thereafter occurs with respect to such Successor Servicer or the Trust Administrator, as applicable, and other Person. At such notice references the Certificatestime, the Trust Fund or this Agreementprovisions of Section 8.01 (c) and (d) shall become applicable to the then-acting Servicer and the Person then-obligated to succeed such then-acting Servicer.

Servicer Events of Default. With respect to (a) Notwithstanding Section 8.03 of the ServicerBasic Servicing Agreement, individually, if only the occurrence and continuation of any one of the following events (will be an “Exchange Note Servicer Event of Default”” with respect to the 2019-A Exchange Note, and the “Exchange Note Servicer Events of Default” set forth in Section 8.03(a) of the Basic Servicing Agreement shall occur and be continuingnot apply to the 2019-A Exchange Note or to this 2019-A Servicing Supplement: (i) any failure by the Servicer to remit deliver to the Trust Administrator for distribution to the Certificateholders Indenture Trustee any proceeds or payment (other than a P&I Advance required to be made from its own funds on any Servicer Remittance Date pursuant so delivered with respect to Section 4.03) required to be made the 2019-A Exchange Note under the terms of the Certificates and Basic Servicing Agreement or this Agreement which 2019-A Servicing Supplement that continues unremedied for a period of two ten Business Days after the earlier of the date upon on which written (A) notice of such failure, requiring the same to be remedied, shall have been failure is given to the Servicer by the Depositor, the Trust Administrator Indenture Trustee 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% B) an Authorized Officer of the Voting Rights; orServicer has actual knowledge of such failure; (ii) any failure on the part of by the Servicer to duly to observe or perform in any material respect any other of the its covenants or agreements on in the part of the Servicer contained in this 2019-A Servicing Agreement, or which failure materially and adversely affects the breach by rights of holders of interests in the Servicer of any representation 2019-A Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), which continues unremedied for a period of 30 90 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 days) after the earlier of (i) the date on which written notice of such failure, requiring the same to be remedied, shall have been thereof is given to the Servicer by the Depositor, the Trust Administrator or the Indenture Trustee, 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 and (ii) actual knowledge of such failure by a Servicing Officer; or; (iii) a decree any representation, warranty or order statement of a court or agency or supervisory authority having jurisdiction the Servicer made in the premises in an involuntary case under 2019-A Servicing Agreement or any present certificate, report or future federal or state bankruptcy, insolvency or similar law or other writing delivered pursuant to the appointment of a conservator or receiver or liquidator 2019-A Servicing Agreement shall prove to be incorrect in any insolvencymaterial respect when made, readjustment which failure materially and adversely affects the rights of debtholders of interests in the 2019-A Exchange Note, marshalling of assets the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and liabilities or similar proceeding, or which failure continues unremedied for the winding-up or liquidation of its affairs, shall have been entered against 90 days after written notice thereof is given to the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentIndenture Trustee; or (iv) the Servicer shall consent occurrence of an Insolvency Event with respect to the appointment of a conservator or receiver or liquidator in any insolvencyServicer; provided, readjustment of debthowever, marshalling of assets and liabilities or similar proceedings of or relating to that the Servicer or of or relating to all or substantially all of its property; or (v) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage occurrence 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) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). If a Servicer Event of Default described event set forth in clauses (i) through (viii) with respect to the 2019-A Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 2019-A Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (i), (ii) or (iii) for a period of 120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 2019-A Servicing Supplement. (b) With respect to actions taken under Section 8.03(c) of the Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 2019-A Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class. (c) In accordance with Section 8.05 of the Basic Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 2019-A Exchange Noteholder (which for purposes of this Section shall occurbe the Indenture Trustee, then, and in each and every such case, so long as acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class) may waive any such Servicer Event of Default shall not have been remediedand its consequences. Upon any such waiver, the Depositor or the 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 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 Servicer in its capacity as a Servicer under this Agreement, to the extent permitted by law, and in and to the Mortgage Loans and the proceeds thereof. If a applicable Exchange Note Servicer Event of Default described in clause (vi) hereof shall occur will cease to exist, and shall not will be deemed to have been remedied during the applicable time period set forth in clause for every purpose of this Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon. (vid) above, the Trust Administrator shall, by notice in writing to the Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written noticenotice of an Exchange Note Servicer Event of Default, all authority and power of the Servicer under this Agreement2019-A Servicing Supplement, whether with respect to the Certificates (other than as a Holder of any Certificate) or Notes, the Mortgage Loans Certificates, the Trust Estate or otherwise, shall shall, without further action, pass to and be vested in the Trust Administrator Indenture Trustee or such Successor Servicer as may be appointed pursuant to and under the terms of the Basic Servicing Agreement. If the Indenture Trustee shall become Successor Servicer pursuant to this Section and, without limitation7.01(a), the Trust Administrator is hereby authorized and empowered, Indenture Trustee shall be entitled to appoint as attorneysub-in-fact Servicer any one of its Affiliates or otherwise, to execute and deliver on behalf of and at agents; provided that the expense of Indenture Trustee in its capacity as Servicer shall be fully liable for the Servicer, any and all documents and other instruments and to do actions or accomplish all other acts or things necessary or appropriate to effect the purposes omissions of such notice of termination, whether to complete the transfer and endorsement Affiliate or assignment of the Mortgage Loans and related documents, or otherwiseagent in such capacity as sub-Servicer. The outgoing 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 the Servicer’s functions under this Agreement, and to shall cooperate with the Trust Administrator Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the Servicer’s responsibilities and rights of the outgoing Servicer under this Agreement2019-A Servicing Supplement, including, without limitation, including the transfer within one Business Day to the Trust Administrator Indenture Trustee or such Successor Servicer for administration by it of all cash amounts which that shall at the time shall be held by the outgoing Servicer for deposit, or should have been credited deposited by the Servicer to the Collection Account held by or on behalf of the outgoing Servicer, in the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer 2019-A Bank Accounts or thereafter be received with respect to the Mortgage Loans 2019-A Leases and 2019-A Vehicles and all information or any REO Property serviced by documents that the Indenture Trustee or such Successor Servicer (providedmay require, howeverand the Successor Servicer shall not be liable if it cannot perform due to the failure of the predecessor Servicer to so deliver. In addition, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior transfer its electronic records relating to the date 2019-A Leases and 2019-A Vehicles to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such termination, whether in respect of P&I Advances or otherwise, costs 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreementexpenses.

Servicer Events of Default. With respect to the Servicer, individually, if any one of the following events (“"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 terms of the Certificates and this Agreement which continues unremedied for a period of two Business Days 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 (ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 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 Servicer by the Depositor, the Trust Administrator or the Trustee, 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 and (ii) actual knowledge of such failure by a Servicing Officer; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law 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 winding-up or liquidation of its affairs, shall have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointment; or (iv) 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 125 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 its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). 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 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 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 Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the 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 and at the expense of the 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. The 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 the Servicer’s 's functions under this Agreement, and to cooperate with the Trust Administrator in effecting the termination of the Servicer’s '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 Servicer to the Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this 126 Agreement on or prior to the date of such termination, whether in 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 's or the Trust Administrator’s '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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreement.

Servicer Events of Default. With respect to (a) Notwithstanding Section 8.03 of the ServicerBasic Servicing Agreement, individually, if only the occurrence and continuation of any one of the following events (will be an “Exchange Note Servicer Event of Default”” with respect to the 2023-A Exchange Note, and the “Exchange Note Servicer Events of Default” set forth in Section 8.03(a) of the Basic Servicing Agreement shall occur and be continuingnot apply to the 2023-A Exchange Note or to this 2023-A Servicing Supplement: (i) any failure by the Servicer to remit deliver to the Trust Administrator for distribution to the Certificateholders Indenture Trustee any proceeds or payment (other than a P&I Advance required to be made from its own funds on any Servicer Remittance Date pursuant so delivered with respect to Section 4.03) required to be made the 2023-A Exchange Note under the terms of the Certificates and Basic Servicing Agreement or this Agreement which 2023-A Servicing Supplement that continues unremedied for a period of two ten Business Days after the earlier of the date upon on which written (A) notice of such failure, requiring the same to be remedied, shall have been failure is given to the Servicer by the Depositor, the Trust Administrator Indenture Trustee 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% B) an Authorized Officer of the Voting Rights; orServicer has actual knowledge of such failure; (ii) any failure on the part of by the Servicer to duly to observe or perform in any material respect any other of the its covenants or agreements on in the part of the Servicer contained in this 2023-A Servicing Agreement, or which failure materially and adversely affects the breach by rights of holders of interests in the Servicer of any representation 2023-A Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), which continues unremedied for a period of 30 90 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 days) after the earlier of (i) the date on which written notice of such failure, requiring the same to be remedied, shall have been thereof is given to the Servicer by the Depositor, the Trust Administrator or the Indenture Trustee, 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 and (ii) actual knowledge of such failure by a Servicing Officer; or; (iii) a decree any representation, warranty or order statement of a court or agency or supervisory authority having jurisdiction the Servicer made in the premises in an involuntary case under 2023-A Servicing Agreement or any present certificate, report or future federal or state bankruptcy, insolvency or similar law or other writing delivered pursuant to the appointment of a conservator or receiver or liquidator 2023-A Servicing Agreement shall prove to be incorrect in any insolvencymaterial respect when made, readjustment which failure materially and adversely affects the rights of debtholders of interests in the 2023-A Exchange Note, marshalling of assets the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and liabilities or similar proceeding, or which failure continues unremedied for the winding-up or liquidation of its affairs, shall have been entered against 90 days after written notice thereof is given to the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentIndenture Trustee; or (iv) the Servicer shall consent occurrence of an Insolvency Event with respect to the appointment of a conservator or receiver or liquidator in any insolvencyServicer; provided, readjustment of debthowever, marshalling of assets and liabilities or similar proceedings of or relating to that the Servicer or of or relating to all or substantially all of its property; or (v) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage occurrence 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) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). If a Servicer Event of Default described event set forth in clauses (i) through (viii) with respect to the 2023-A Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 2023-A Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (i), (ii) or (iii) for a period of 120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 2023-A Servicing Supplement. (b) With respect to actions taken under Section 8.03(c) of the Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 2023-A Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the written direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class. (c) In accordance with Section 8.05 of the Basic Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 2023-A Exchange Noteholder (which for purposes of this Section shall occurbe the Indenture Trustee, then, and in each and every such case, so long as acting at the written direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class) may waive any such Servicer Event of Default shall not have been remediedand its consequences. Upon any such waiver, the Depositor or the 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 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 Servicer in its capacity as a Servicer under this Agreement, to the extent permitted by law, and in and to the Mortgage Loans and the proceeds thereof. If a applicable Exchange Note Servicer Event of Default described in clause (vi) hereof shall occur will cease to exist, and shall not will be deemed to have been remedied during the applicable time period set forth in clause for every purpose of this Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon. (vid) above, the Trust Administrator shall, by notice in writing to the Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written noticenotice of an Exchange Note Servicer Event of Default, all authority and power of the Servicer under this Agreement2023-A Servicing Supplement, whether with respect to the Certificates (other than as a Holder of any Certificate) or Notes, the Mortgage Loans Certificates, the Trust Estate or otherwise, shall shall, without further action, pass to and be vested in the Trust Administrator Indenture Trustee or such Successor Servicer as may be appointed pursuant to and under the terms of the Basic Servicing Agreement. If the Indenture Trustee shall become Successor Servicer pursuant to this Section and, without limitationSection, the Trust Administrator is hereby authorized and empowered, Indenture Trustee shall be entitled to appoint as attorneysub-in-fact Servicer any one of its Affiliates or otherwise, to execute and deliver on behalf of and at agents; provided that the expense of Indenture Trustee in its capacity as Servicer shall be fully liable for the Servicer, any and all documents and other instruments and to do actions or accomplish all other acts or things necessary or appropriate to effect the purposes omissions of such notice of termination, whether to complete the transfer and endorsement Affiliate or assignment of the Mortgage Loans and related documents, or otherwiseagent in such capacity as sub-Servicer. The outgoing 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 the Servicer’s functions under this Agreement, and to shall cooperate with the Trust Administrator Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the Servicer’s responsibilities and rights of the outgoing Servicer under this Agreement2023-A Servicing Supplement, including, without limitation, including the transfer within one Business Day to the Trust Administrator Indenture Trustee or such Successor Servicer for administration by it of all cash amounts which that shall at the time shall be held by the outgoing Servicer for deposit, or should have been credited deposited by the Servicer to the Collection Account held by or on behalf of the outgoing Servicer, in the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer 2023-A Bank Accounts or thereafter be received with respect to the Mortgage Loans 2023-A Leases and 2023-A Vehicles and all information or any REO Property serviced by documents that the Indenture Trustee or such Successor Servicer (providedmay require, howeverand the Successor Servicer shall not be liable if it cannot perform due to the failure of the predecessor Servicer to so deliver. In addition, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior transfer its electronic records relating to the date 2023-A Leases and 2023-A Vehicles to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such termination, whether in respect of P&I Advances or otherwise, costs 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreementexpenses.

Servicer Events of Default. With respect to the Servicer, individually, if (a) If any one of the following events (each, a “Servicer Event of Default”) shall occur and be continuing: (iA) any The failure by the Servicer to remit make any required P&I Advance; or (B) any other failure by the Servicer to deposit in the Trust Administrator for distribution to the Certificateholders Collection Account or Distribution Account 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) deposit required to be made under the terms of the Certificates and this Agreement which continues unremedied for a period of two one Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, failure shall have been given to the Servicer by the Depositor, the Trust Administrator Trustee 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 any Holder of Certificates entitled to a Regular Certificate evidencing at least 25% of the Voting Rights; or (ii) any The failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement, or the breach by the Servicer of to make any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), required Servicing Advance which failure continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; providedor the failure by the Servicer duly to observe or perform, howeverin any material respect, that any other covenants, obligations or agreements of the Servicer as set forth in no event shall such this Agreement, which failure or breach be allowed to exist continues unremedied for a period of greater than 60 30 days) , after the earlier of date (iA) the date on 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 Trustee or the Trustee, or to the Servicer, the Depositor, the Trust Administrator and the Trustee by the Holders any Holder of Certificates entitled to a Regular Certificate evidencing at least 25% of the Voting Rights and or (iiB) actual knowledge of such failure by a Servicing OfficerOfficer of the Servicer; or (iii) The entry against the Servicer of a decree or order of by a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator or trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedingproceedings, or for the winding-winding up or liquidation of its affairs, shall have been entered against and the Servicer and if such proceeding is being contested by the Servicer in good faith continuance of any such decree or order shall have remained unstayed and in force undischarged or unstayed effect for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentdays; or (iv) the 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 (v) or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged, unbonded or unstayed for a period of 60 days; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations; or (viv) any failure The aggregate amount of cumulative Realized Losses incurred since the Cut-off Date through the last day of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 related Collection Period divided by the Trust Administrator or initial Pool Balance exceeds the Trustee applicable percentages set forth below with respect to such Distribution Date: February 2010 through January 2011 4.40% February 2011 through January 2012 7.00% February 2012 through January 2013 9.15% February 2013 and thereafter 10.50% (in which case notice shall be provided by telecopy). If a Servicer Event of Default described in clauses (ib) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such a Servicer Event of Default shall not have been remediedremedied within the applicable grace period, (x) with respect solely to clause (i)(A) above, if such P&I Advance is not made by 11:00 A.M., New York time, on the Business Day immediately following the Servicer Remittance Date, the Depositor 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 mayshall, and at the written direction of the Holders of each Class of Regular Certificates entitled to at least evidencing Percentage Interests aggregating not less than 51% of Voting Rights, the Trustee shall%, by notice then given in writing to the Servicer (and to the Depositor and the Trust Administrator Trustee if given by the Trustee or to the Trustee and the Trust Administrator if given by the DepositorHolders of Certificates), terminate all of the rights and obligations of the Servicer in its capacity as a Servicer servicer under this Agreement, to 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 Any such notice in writing to the Servicer shall also be given to each Rating Agency, the Depositor and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereofSeller. On or after the receipt by the Servicer (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 the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trust Administrator Trustee pursuant to and under this Section Section; and, without limitation, the Trust Administrator Trustee is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the each Mortgage Loans Loan and related documents, Related Documents or otherwise. The Servicer agreesagrees to cooperate with the Trustee (or the applicable successor Servicer) in effecting the termination of the responsibilities and rights of the Servicer hereunder, at its sole cost and expenseincluding, promptly (and in any event no later than ten Business Days subsequent without limitation, the delivery to such notice) to provide the Trust Administrator with successor Servicer of all documents and records requested by it to enable it to assume the Servicer’s functions under this Agreement, and Agreement within ten Business Days subsequent to cooperate with the Trust Administrator in effecting the termination of the Servicer’s responsibilities and rights under this Agreement, including, without limitationsuch notice, the transfer within one Business Day subsequent to such notice to the Trust Administrator Trustee (or the applicable successor Servicer) for the administration by it of all cash amounts which that shall at the time shall be or should have been credited held by the Servicer and to be deposited by it in the Collection Account held by or on behalf of the ServicerAccount, the Distribution Account or Account, any REO Account or Servicing any Escrow Account held or that have been deposited by or on behalf of the Servicer in such accounts or thereafter be received by the Servicer with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 Trustee Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the servicing to 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 or if not paid by such predecessor Servicer then by the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this AgreementFund.

Servicer Events of Default. With respect to the Servicer, individually, if any one of the following events (“"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 terms of the Certificates and this Agreement which continues unremedied for a period of two one Business Days 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 (ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in the Certificates or in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), Agreement which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 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 Servicer by the Depositor, the Trust Administrator or the Trustee, 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 and (ii) actual knowledge of such failure by a Servicing OfficerOfficer of the Servicer; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law 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 winding-up or liquidation of its affairs, shall have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointment; or (iv) 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; or (v) 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 or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) any failure of the 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 continues continued unremedied until 5:00 p.m. New York time on first for a period of one Business Day after the date upon which written notice of such failurefailure (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 the Servicer by the Trust Administrator or the Trustee (in which case notice shall be provided by telecopy)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 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 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 Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the 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 and at the expense of the 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. The 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 the Servicer’s 's functions under this Agreement, and to cooperate with the Trust Administrator in effecting the termination of the Servicer’s '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 Servicer to the Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 's or the Trust Administrator’s '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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreement.

Servicer Events of Default. With respect to (a) Notwithstanding Section 8.03 of the ServicerBasic Servicing Agreement, individually, if only the occurrence and continuation of any one of the following events (will be an “Exchange Note Servicer Event of Default”” with respect to the 2021-B Exchange Note, and the “Exchange Note Servicer Events of Default” set forth in Section 8.03(a) of the Basic Servicing Agreement shall occur and be continuingnot apply to the 2021-B Exchange Note or to this 2021-B Servicing Supplement: (i) any failure by the Servicer to remit deliver to the Trust Administrator for distribution to the Certificateholders Indenture Trustee any proceeds or payment (other than a P&I Advance required to be made from its own funds on any Servicer Remittance Date pursuant so delivered with respect to Section 4.03) required to be made the 2021-B Exchange Note under the terms of the Certificates and Basic Servicing Agreement or this Agreement which 2021-B Servicing Supplement that continues unremedied for a period of two ten Business Days after the earlier of the date upon on which written (A) notice of such failure, requiring the same to be remedied, shall have been failure is given to the Servicer by the Depositor, the Trust Administrator Indenture Trustee 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% B) an Authorized Officer of the Voting Rights; orServicer has actual knowledge of such failure; (ii) any failure on the part of by the Servicer to duly to observe or perform in any material respect any other of the its covenants or agreements on in the part of the Servicer contained in this 2021-B Servicing Agreement, or which failure materially and adversely affects the breach by rights of holders of interests in the Servicer of any representation 2021-B Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), which continues unremedied for a period of 30 90 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 days) after the earlier of (i) the date on which written notice of such failure, requiring the same to be remedied, shall have been thereof is given to the Servicer by the Depositor, the Trust Administrator or the Indenture Trustee, 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 and (ii) actual knowledge of such failure by a Servicing Officer; or; (iii) a decree any representation, warranty or order statement of a court or agency or supervisory authority having jurisdiction the Servicer made in the premises in an involuntary case under 2021-B Servicing Agreement or any present certificate, report or future federal or state bankruptcy, insolvency or similar law or other writing delivered pursuant to the appointment of a conservator or receiver or liquidator 2021-B Servicing Agreement shall prove to be incorrect in any insolvencymaterial respect when made, readjustment which failure materially and adversely affects the rights of debtholders of interests in the 2021-B Exchange Note, marshalling of assets the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and liabilities or similar proceeding, or which failure continues unremedied for the winding-up or liquidation of its affairs, shall have been entered against 90 days after written notice thereof is given to the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentIndenture Trustee; or (iv) the Servicer shall consent occurrence of an Insolvency Event with respect to the appointment of a conservator or receiver or liquidator in any insolvencyServicer; provided, readjustment of debthowever, marshalling of assets and liabilities or similar proceedings of or relating to that the Servicer or of or relating to all or substantially all of its property; or (v) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage occurrence 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) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). If a Servicer Event of Default described event set forth in clauses (i) through (viii) with respect to the 2021-B Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 2021-B Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (i), (ii) or (iii) for a period of 120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 2021-B Servicing Supplement. (b) With respect to actions taken under Section 8.03(c) of the Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 2021-B Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the written direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class. (c) In accordance with Section 8.05 of the Basic Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 2021-B Exchange Noteholder (which for purposes of this Section shall occurbe the Indenture Trustee, then, and in each and every such case, so long as acting at the written direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class) may waive any such Servicer Event of Default shall not have been remediedand its consequences. Upon any such waiver, the Depositor or the 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 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 Servicer in its capacity as a Servicer under this Agreement, to the extent permitted by law, and in and to the Mortgage Loans and the proceeds thereof. If a applicable Exchange Note Servicer Event of Default described in clause (vi) hereof shall occur will cease to exist, and shall not will be deemed to have been remedied during the applicable time period set forth in clause for every purpose of this Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon. (vid) above, the Trust Administrator shall, by notice in writing to the Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written noticenotice of an Exchange Note Servicer Event of Default, all authority and power of the Servicer under this Agreement2021-B Servicing Supplement, whether with respect to the Certificates (other than as a Holder of any Certificate) or Notes, the Mortgage Loans Certificates, the Trust Estate or otherwise, shall shall, without further action, pass to and be vested in the Trust Administrator Indenture Trustee or such Successor Servicer as may be appointed pursuant to and under the terms of the Basic Servicing Agreement. If the Indenture Trustee shall become Successor Servicer pursuant to this Section and, without limitationSection, the Trust Administrator is hereby authorized and empowered, Indenture Trustee shall be entitled to appoint as attorneysub-in-fact Servicer any one of its Affiliates or otherwise, to execute and deliver on behalf of and at agents; provided that the expense of Indenture Trustee in its capacity as Servicer shall be fully liable for the Servicer, any and all documents and other instruments and to do actions or accomplish all other acts or things necessary or appropriate to effect the purposes omissions of such notice of termination, whether to complete the transfer and endorsement Affiliate or assignment of the Mortgage Loans and related documents, or otherwiseagent in such capacity as sub-Servicer. The outgoing 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 the Servicer’s functions under this Agreement, and to shall cooperate with the Trust Administrator Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the Servicer’s responsibilities and rights of the outgoing Servicer under this Agreement2021-B Servicing Supplement, including, without limitation, including the transfer within one Business Day to the Trust Administrator Indenture Trustee or such Successor Servicer for administration by it of all cash amounts which that shall at the time shall be held by the outgoing Servicer for deposit, or should have been credited deposited by the Servicer to the Collection Account held by or on behalf of the outgoing Servicer, in the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer 2021-B Bank Accounts or thereafter be received with respect to the Mortgage Loans 2021-B Leases and 2021-B Vehicles and all information or any REO Property serviced by documents that the Indenture Trustee or such Successor Servicer (providedmay require, howeverand the Successor Servicer shall not be liable if it cannot perform due to the failure of the predecessor Servicer to so deliver. In addition, that the Servicer shall continue transfer its electronic records relating to the 2021-B Leases and 2021-B Vehicles to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be entitled paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such costs and expenses. (e) Notwithstanding Section 7.01(d), if the Indenture Trustee shall be unwilling so to receive all amounts accrued act or owing if it is legally unable so to it act, a Successor Servicer shall be appointed in accordance with Section 8.04 of the Basic Servicing Agreement. Compensation for any Successor Servicer shall not be greater than that payable to MBFS USA as initial Servicer hereunder without the prior consent of the Majority Noteholders of the Controlling Class (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this 2021-B Servicing Supplement, as shall be necessary to effectuate any such succession. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Agreement on or prior Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this 2021-B Servicing Supplement. Notwithstanding anything to the date contrary contained herein, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of such terminationthe servicing fee paid hereunder, whether the amount necessary to induce any Successor Servicer to act as Successor Servicer hereunder, the responsibilities of the Servicer set forth in respect of P&I Advances Sections 3.05 and 3.10, or otherwise, and shall continue to be entitled to the benefits of Section 6.03, notwithstanding any such termination, obligations with respect to events occurring prior to such termination). For purposes the payment or reimbursement of this Section 7.01fees, expenses or other amounts (including indemnities other than those resulting from the actions of the Indenture Trustee as successor Servicer) of the Trustees or the Asset Representations Reviewer, the Trustee fees and expenses of the Trustees’ attorneys, or the Asset Representations Reviewer’s attorneys, the fees and expenses of any custodian and the Trust Administrator shall not be deemed fees and expenses of independent accountants or expenses incurred in connection with distributions and reports 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreement.Noteholders. ARTICLE EIGHT

Servicer Events of Default. With respect to (a) Notwithstanding Section 8.03 of the ServicerBasic Servicing Agreement, individually, if only the occurrence and continuation of any one of the following events (will be an “Exchange Note Servicer Event of Default”” with respect to the 2020-B Exchange Note, and the “Exchange Note Servicer Events of Default” set forth in Section 8.03(a) of the Basic Servicing Agreement shall occur and be continuingnot apply to the 2020-B Exchange Note or to this 2020-B Servicing Supplement: (i) any failure by the Servicer to remit deliver to the Trust Administrator for distribution to the Certificateholders Indenture Trustee any proceeds or payment (other than a P&I Advance required to be made from its own funds on any Servicer Remittance Date pursuant so delivered with respect to Section 4.03) required to be made the 2020-B Exchange Note under the terms of the Certificates and Basic Servicing Agreement or this Agreement which 2020-B Servicing Supplement that continues unremedied for a period of two ten Business Days after the earlier of the date upon on which written (A) notice of such failure, requiring the same to be remedied, shall have been failure is given to the Servicer by the Depositor, the Trust Administrator Indenture Trustee 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% B) an Authorized Officer of the Voting Rights; orServicer has actual knowledge of such failure; (ii) any failure on the part of by the Servicer to duly to observe or perform in any material respect any other of the its covenants or agreements on in the part of the Servicer contained in this 2020-B Servicing Agreement, or which failure materially and adversely affects the breach by rights of holders of interests in the Servicer of any representation 2020-B Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), which continues unremedied for a period of 30 90 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 days) after the earlier of (i) the date on which written notice of such failure, requiring the same to be remedied, shall have been thereof is given to the Servicer by the Depositor, the Trust Administrator or the Indenture Trustee, 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 and (ii) actual knowledge of such failure by a Servicing Officer; or; (iii) a decree any representation, warranty or order statement of a court or agency or supervisory authority having jurisdiction the Servicer made in the premises in an involuntary case under 2020-B Servicing Agreement or any present certificate, report or future federal or state bankruptcy, insolvency or similar law or other writing delivered pursuant to the appointment of a conservator or receiver or liquidator 2020-B Servicing Agreement shall prove to be incorrect in any insolvencymaterial respect when made, readjustment which failure materially and adversely affects the rights of debtholders of interests in the 2020-B Exchange Note, marshalling of assets the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and liabilities or similar proceeding, or which failure continues unremedied for the winding-up or liquidation of its affairs, shall have been entered against 90 days after written notice thereof is given to the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentIndenture Trustee; or (iv) the Servicer shall consent occurrence of an Insolvency Event with respect to the appointment of a conservator or receiver or liquidator in any insolvencyServicer; provided, readjustment of debthowever, marshalling of assets and liabilities or similar proceedings of or relating to that the Servicer or of or relating to all or substantially all of its property; or (v) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage occurrence 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) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). If a Servicer Event of Default described event set forth in clauses (i) through (viii) with respect to the 2020-B Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 2020-B Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (i), (ii) or (iii) for a period of 120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 2020-B Servicing Supplement. (b) With respect to actions taken under Section 8.03(c) of the Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 2020-B Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the written direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class. (c) In accordance with Section 8.05 of the Basic Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 2020-B Exchange Noteholder (which for purposes of this Section shall occurbe the Indenture Trustee, then, and in each and every such case, so long as acting at the written direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class) may waive any such Servicer Event of Default shall not have been remediedand its consequences. Upon any such waiver, the Depositor or the 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 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 Servicer in its capacity as a Servicer under this Agreement, to the extent permitted by law, and in and to the Mortgage Loans and the proceeds thereof. If a applicable Exchange Note Servicer Event of Default described in clause (vi) hereof shall occur will cease to exist, and shall not will be deemed to have been remedied during the applicable time period set forth in clause for every purpose of this Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon. (vid) above, the Trust Administrator shall, by notice in writing to the Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written noticenotice of an Exchange Note Servicer Event of Default, all authority and power of the Servicer under this Agreement2020-B Servicing Supplement, whether with respect to the Certificates (other than as a Holder of any Certificate) or Notes, the Mortgage Loans Certificates, the Trust Estate or otherwise, shall shall, without further action, pass to and be vested in the Trust Administrator Indenture Trustee or such Successor Servicer as may be appointed pursuant to and under the terms of the Basic Servicing Agreement. If the Indenture Trustee shall become Successor Servicer pursuant to this Section and, without limitationSection, the Trust Administrator is hereby authorized and empowered, Indenture Trustee shall be entitled to appoint as attorneysub-in-fact Servicer any one of its Affiliates or otherwise, to execute and deliver on behalf of and at agents; provided that the expense of Indenture Trustee in its capacity as Servicer shall be fully liable for the Servicer, any and all documents and other instruments and to do actions or accomplish all other acts or things necessary or appropriate to effect the purposes omissions of such notice of termination, whether to complete the transfer and endorsement Affiliate or assignment of the Mortgage Loans and related documents, or otherwiseagent in such capacity as sub-Servicer. The outgoing 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 the Servicer’s functions under this Agreement, and to shall cooperate with the Trust Administrator Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the Servicer’s responsibilities and rights of the outgoing Servicer under this Agreement2020-B Servicing Supplement, including, without limitation, including the transfer within one Business Day to the Trust Administrator Indenture Trustee or such Successor Servicer for administration by it of all cash amounts which that shall at the time shall be held by the outgoing Servicer for deposit, or should have been credited deposited by the Servicer to the Collection Account held by or on behalf of the outgoing Servicer, in the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer 2020-B Bank Accounts or thereafter be received with respect to the Mortgage Loans 2020-B Leases and 2020-B Vehicles and all information or any REO Property serviced by documents that the Indenture Trustee or such Successor Servicer (providedmay require, howeverand the Successor Servicer shall not be liable if it cannot perform due to the failure of the predecessor Servicer to so deliver. In addition, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior transfer its electronic records relating to the date 2020-B Leases and 2020-B Vehicles to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such termination, whether in respect of P&I Advances or otherwise, costs 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreementexpenses.

Servicer Events of Default. With respect to the Servicer, individually, if any one of the (a) I. The following events (“shall each constitute a "Servicer Event of Default”) shall occur and be continuing" hereunder: (i) any failure by the Master Servicer to remit to the Trust Administrator for distribution to the Certificateholders Indenture Trustee any payment (other than a P&I Advance required to be made from its own funds on any by the Master Servicer Remittance Date pursuant to Section 4.03) required to be made under the terms of the Certificates and this Agreement (other than Servicing Advances covered by clause (ii) below), which continues unremedied for a period of two one (1) Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer and the Note Insurer by the Depositor, the Trust Administrator or the Indenture Trustee (in which case notice shall be provided by telecopy), or to the Servicer, the Depositor, the Trust Administrator Master Servicer and the Indenture Trustee by the Holders Note Insurer or Noteholders affected thereby evidencing Percentage Interests of Certificates entitled to at least 25% of the Voting Rights; or__%; (ii) any the failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement, or the breach by the Master Servicer of to make any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x))required Servicing Advance, which failure continues unremedied for a period of 30 thirty (30) days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 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 Servicer by the Depositor, the Trust Administrator or the Trustee, Indenture Trustee or to the Servicer, the Depositor, the Trust Administrator Master Servicer and the Indenture Trustee by the Holders Note Insurer or Noteholders affected thereby evidencing Percentage Interests of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge of such failure by a Servicing Officer; or__%; (iii) any failure on the part of the Master Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer contained in this Agreement, or the failure of any representation and warranty made pursuant to Section 3.01(a) hereof to be true and correct which continues unremedied for a period of thirty (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 Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Note Insurer or Noteholders affected thereby evidencing Percentage Interests of at least __%; (iv) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator or receiver or liquidator liquidation in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedingproceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force force, undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointment; orninety (90) days; (ivv) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its the Master Servicer's property; or; (vvi) the Master Servicer shall admit in writing its inability generally to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or; (vivii) the Note Insurer shall notify the Indenture Trustee of any failure "event of default" under the Insurance Agreement; (viii) if on any Payment Date the Rolling Three Month Delinquency Rate exceeds ___%; (ix) if on any Payment Date, the Twelve Month Loss Amount exceeds ___% of the Servicer to make any P&I Advance Aggregate Principal Balance of the Mortgage Loans, as of the close of business on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on the first Business Day after day of the date upon which written notice twelfth preceding calendar month; (x) if the total stockholders' equity of such failurethe Master Servicer, requiring as determined by the same to be remediedMaster Servicer's independent accountants in accordance with generally accepted accounting principles, shall have been given be less than the sum of (1) $___________ and (2) the net proceeds to the Master Servicer by of any initial public offering of its common stock; (xi) if the Trust Administrator total on- or off-balance sheet financing available to the Trustee (in which case notice Master Servicer shall be provided by telecopy). If a Servicer less than $___________; (xii) the occurrence of an 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, under the Depositor or the 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 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 Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the 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 and at the expense of the 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. The 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 the Servicer’s functions under this Agreement, and to cooperate with the Trust Administrator in effecting the termination of the 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 Servicer to the Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreement.Indenture; or

Servicer Events of Default. With respect to the Servicer, individually, if any one of the (a) I. The following events (“shall each constitute a "Servicer Event of Default”) shall occur and be continuing" hereunder: (i) any failure by the Master Servicer to remit to the Trust Administrator for distribution to the Certificateholders Indenture Trustee any payment (other than a P&I Advance required to be made from its own funds on any by the Master Servicer Remittance Date pursuant to Section 4.03) required to be made under the terms of the Certificates and this Agreement (other than Servicing Advances covered by clause (ii) below), which continues unremedied for a period of two one (1) Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Depositor, the Trust Administrator or the Indenture Trustee (in which case notice shall be provided by telecopy), or to the Servicer, the Depositor, the Trust Administrator Master Servicer and the Indenture Trustee by the Holders Note Insurer or Noteholders affected thereby evidencing Percentage Interests of Certificates entitled to at least 25% of the Voting Rights; or%; (ii) any the failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement, or the breach by the Master Servicer of to make any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x))required Servicing Advance, which failure continues unremedied for a period of 30 thirty (30) days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 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 Servicer by the Depositor, the Trust Administrator or the Trustee, Indenture Trustee or to the Servicer, the Depositor, the Trust Administrator Master Servicer and the Indenture Trustee by the Holders Note Insurer or Noteholders affected thereby evidencing Percentage Interests of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge of such failure by a Servicing Officer; or%; (iii) any failure on the part of the Master Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer contained in this Agreement, or the failure of any representation and warranty made pursuant to Section 3.01(a) hereof to be true and correct which continues unremedied for a period of thirty (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 Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Note Insurer or Noteholders affected thereby evidencing Percentage Interests of at least 25%; (iv) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator or receiver or liquidator liquidation in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedingproceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force force, undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointment; orninety (90) days; (ivv) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its the Master Servicer's property; or; (vvi) the Master Servicer shall admit in writing its inability generally to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (vii) the Note Insurer shall notify the Indenture Trustee of any "event of default" under the Insurance Agreement; (viii) if on any Payment Date the Rolling Six Month Delinquency Rate exceeds 14.0%; (ix) if on any Payment Date, the Twelve Month Loss Amount exceeds 2.50% of the Aggregate Principal Balance of the Mortgage Loans, as of the close of business on the first day of the twelfth preceding calendar month; (x) if the total stockholders' equity of the Master Servicer, as determined by the Master Servicer's independent accountants in accordance with generally accepted accounting principles, shall be less than the sum of (1) $30 million and (2) 75% of the net proceeds to the Master Servicer of any initial public offering of its common stock; (xi) if the total on- or off-balance sheet financing available to the Master Servicer shall be less than $400 million; or (vixii) any failure the occurrence of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). If a Servicer an 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, under the Depositor or the 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 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 Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the 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 and at the expense of the 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. The 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 the Servicer’s functions under this Agreement, and to cooperate with the Trust Administrator in effecting the termination of the 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 Servicer to the Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreement.Indenture;

Servicer Events of Default. With respect to (a) Notwithstanding Section 8.03 of the ServicerBasic Servicing Agreement, individually, if only the occurrence and continuation of any one of the following events (will be an “Exchange Note Servicer Event of Default”” with respect to the 2020-A Exchange Note, and the “Exchange Note Servicer Events of Default” set forth in Section 8.03(a) of the Basic Servicing Agreement shall occur and be continuingnot apply to the 2020-A Exchange Note or to this 2020-A Servicing Supplement: (i) any failure by the Servicer to remit deliver to the Trust Administrator for distribution to the Certificateholders Indenture Trustee any proceeds or payment (other than a P&I Advance required to be made from its own funds on any Servicer Remittance Date pursuant so delivered with respect to Section 4.03) required to be made the 2020-A Exchange Note under the terms of the Certificates and Basic Servicing Agreement or this Agreement which 2020-A Servicing Supplement that continues unremedied for a period of two ten Business Days after the earlier of the date upon on which written (A) notice of such failure, requiring the same to be remedied, shall have been failure is given to the Servicer by the Depositor, the Trust Administrator Indenture Trustee 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% B) an Authorized Officer of the Voting Rights; orServicer has actual knowledge of such failure; (ii) any failure on the part of by the Servicer to duly to observe or perform in any material respect any other of the its covenants or agreements on in the part of the Servicer contained in this 2020-A Servicing Agreement, or which failure materially and adversely affects the breach by rights of holders of interests in the Servicer of any representation 2020-A Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), which continues unremedied for a period of 30 90 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 days) after the earlier of (i) the date on which written notice of such failure, requiring the same to be remedied, shall have been thereof is given to the Servicer by the Depositor, the Trust Administrator or the Indenture Trustee, 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 and (ii) actual knowledge of such failure by a Servicing Officer; or; (iii) a decree any representation, warranty or order statement of a court or agency or supervisory authority having jurisdiction the Servicer made in the premises in an involuntary case under 2020-A Servicing Agreement or any present certificate, report or future federal or state bankruptcy, insolvency or similar law or other writing delivered pursuant to the appointment of a conservator or receiver or liquidator 2020-A Servicing Agreement shall prove to be incorrect in any insolvencymaterial respect when made, readjustment which failure materially and adversely affects the rights of debtholders of interests in the 2020-A Exchange Note, marshalling of assets the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and liabilities or similar proceeding, or which failure continues unremedied for the winding-up or liquidation of its affairs, shall have been entered against 90 days after written notice thereof is given to the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentIndenture Trustee; or (iv) the Servicer shall consent occurrence of an Insolvency Event with respect to the appointment of a conservator or receiver or liquidator in any insolvencyServicer; provided, readjustment of debthowever, marshalling of assets and liabilities or similar proceedings of or relating to that the Servicer or of or relating to all or substantially all of its property; or (v) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage occurrence 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) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). If a Servicer Event of Default described event set forth in clauses (i) through (viii) with respect to the 2020-A Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 2020-A Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (i), (ii) or (iii) for a period of 120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 2020-A Servicing Supplement. (b) With respect to actions taken under Section 8.03(c) of the Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 2020-A Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class. (c) In accordance with Section 8.05 of the Basic Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 2020-A Exchange Noteholder (which for purposes of this Section shall occurbe the Indenture Trustee, then, and in each and every such case, so long as acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class) may waive any such Servicer Event of Default shall not have been remediedand its consequences. Upon any such waiver, the Depositor or the 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 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 Servicer in its capacity as a Servicer under this Agreement, to the extent permitted by law, and in and to the Mortgage Loans and the proceeds thereof. If a applicable Exchange Note Servicer Event of Default described in clause (vi) hereof shall occur will cease to exist, and shall not will be deemed to have been remedied during the applicable time period set forth in clause for every purpose of this Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon. (vid) above, the Trust Administrator shall, by notice in writing to the Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written noticenotice of an Exchange Note Servicer Event of Default, all authority and power of the Servicer under this Agreement2020-A Servicing Supplement, whether with respect to the Certificates (other than as a Holder of any Certificate) or Notes, the Mortgage Loans Certificates, the Trust Estate or otherwise, shall shall, without further action, pass to and be vested in the Trust Administrator Indenture Trustee or such Successor Servicer as may be appointed pursuant to and under the terms of the Basic Servicing Agreement. If the Indenture Trustee shall become Successor Servicer pursuant to this Section and, without limitationSection, the Trust Administrator is hereby authorized and empowered, Indenture Trustee shall be entitled to appoint as attorneysub-in-fact Servicer any one of its Affiliates or otherwise, to execute and deliver on behalf of and at agents; provided that the expense of Indenture Trustee in its capacity as Servicer shall be fully liable for the Servicer, any and all documents and other instruments and to do actions or accomplish all other acts or things necessary or appropriate to effect the purposes omissions of such notice of termination, whether to complete the transfer and endorsement Affiliate or assignment of the Mortgage Loans and related documents, or otherwiseagent in such capacity as sub-Servicer. The outgoing 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 the Servicer’s functions under this Agreement, and to shall cooperate with the Trust Administrator Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the Servicer’s responsibilities and rights of the outgoing Servicer under this Agreement2020-A Servicing Supplement, including, without limitation, including the transfer within one Business Day to the Trust Administrator Indenture Trustee or such Successor Servicer for administration by it of all cash amounts which that shall at the time shall be held by the outgoing Servicer for deposit, or should have been credited deposited by the Servicer to the Collection Account held by or on behalf of the outgoing Servicer, in the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer 2020-A Bank Accounts or thereafter be received with respect to the Mortgage Loans 2020-A Leases and 2020-A Vehicles and all information or any REO Property serviced by documents that the Indenture Trustee or such Successor Servicer (providedmay require, howeverand the Successor Servicer shall not be liable if it cannot perform due to the failure of the predecessor Servicer to so deliver. In addition, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior transfer its electronic records relating to the date 2020-A Leases and 2020-A Vehicles to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such termination, whether in respect of P&I Advances or otherwise, costs 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreementexpenses.

Servicer Events of Default. With respect to the Servicer, individually, if any (a) In case one or more of the following events (“Servicer Event Events of Default”) Default shall occur and be continuing, that is to say: (i1) any failure by the Servicer to remit to deposit into the Trust Administrator for distribution to Collection Account or the Certificateholders Distribution Account any payment (other than a P&I Advance amounts required to be made from its own funds on deposited therein or any failure by the Servicer Remittance Date pursuant to Section 4.03) required to be made under the terms make any of the Certificates and this Agreement which continues unremedied for a period of two Business Days 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 Rightsrequired payments therefrom; or (ii2) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the material covenants or agreements on the part of the Servicer Servicer, contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x))Basic Document to which it is a party, which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 daysor, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; providedin the case of payment of insurance premiums, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 15 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 Servicer by the Depositor, the Trust Administrator or the Trustee, any other party hereto or to the ServicerServicer (with copy to each other party hereto), the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge Percentage Interests of such failure by a Servicing Officerthe Notes or the Trust Certificates; or (iii3) any breach on the part of the Servicer of any representation or warranty contained in any Basic Document to which it is a decree party that materially and adversely affects the interests of any of the parties hereto or order any Securityholder and which continues unremedied for a period of 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 Initial Noteholder 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 in an involuntary case proceeding against the Servicer under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedingproceedings, or for the winding-up or liquidation of its affairs, which action shall not have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed dismissed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentdays; or (iv5) the Servicer shall consent to the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to the Servicer it or of or relating to all or substantially all of its property; or (v6) 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 bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations, or take any corporate action in furtherance of the foregoing; or (vi7) Reserved; or (8) Option One fails to comply with any failure of its financial covenants set forth in Section 7.02; or (9) a Change of Control of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first Business Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to Servicer; or (10) so long as the Servicer by the Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). If a Servicer Loan Originator is an Affiliate of the Issuer, the occurrence of an Event of Default described in clauses under the Indenture as a result of the action or inaction of the Issuer. (ib) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such a Servicer Event of Default shall not have been remedied, the Depositor Indenture Trustee or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shallMajority 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 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)specific performance, may terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, as servicer under this Agreement. On or after the Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall shall, subject to Section 9.02 hereof, pass to and be vested in a successor servicer, and the Trust Administrator pursuant to and under this Section and, without limitation, the Trust Administrator successor servicer is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The 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 the Servicer’s functions under this Agreement, and agrees to cooperate with the Trust Administrator successor servicer in effecting the termination of the Servicer’s responsibilities and rights under this Agreementhereunder, including, without limitation, the transfer within one Business Day to the Trust Administrator successor servicer for administration by it of all cash amounts which shall at the time shall be or should have been credited by the Servicer to the each Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans. (c) Upon the occurrence of (i) an Event of Default or Default under any of the Basic Documents, (ii) a Servicer Event of Default under this Agreement or (iii) a Rapid Amortization Trigger (each, a “Term Event”), the Servicer’s right to service the Loans or 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 Initial Noteholder by written notice (each, a “Servicer Extension Notice”) of the Initial Noteholder 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 REO Property serviced 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 Initial Noteholder, the Servicer shall give written notice of such non-receipt to the Initial Noteholder by 4:00 p.m. (New York City time). Following a Term Event, the failure of the Initial Noteholder 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 (providedthe “Termination Date”). Notwithstanding these time frames, however, that the Servicer and the Initial Noteholder shall comply with all applicable laws in connection with such transfer and the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to service the date Loans until completion of such termination, whether in 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreementtransfer.

Servicer Events of Default. With respect to the Servicer, individually, if “Servicer Event of Default,” wherever used herein, means any one of the following events (“Servicer Event of Default”) shall occur and be continuingevents: (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 terms of the Certificates and this Agreement which continues unremedied for a period of two Business Days 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 (ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement (other than the agreements of the Servicer contained in Section 3.20 and Section 3.21) (or, because the Servicer is the Originator, the failure of the Originator to repurchase a Mortgage Loan as to which a breach has been established that requires a repurchase pursuant to the terms of related Master Agreement), or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x2.05(b)(ix)), which continues unremedied for a period of 30 45 days (or if such failure or breach cannot be remedied within 30 45 days, then such remedy shall have been commenced within 30 45 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 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 Servicer by the Depositor, the Trust Administrator or the Trustee, 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 and (ii) actual knowledge of such failure by a Servicing Officer; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law 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 winding-up or liquidation of its affairs, shall have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointment; or (iv) 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; or (v) 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 or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (vi) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in Section 3.20 and Section 3.21; or (vivii) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). If a Servicer Event of Default described in clauses (i) through (vvii) of this Section shall occuroccur and be continuing, then, and in each and every such case, so long as such the Servicer Event of Default shall not have been remedied, the Depositor or the 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 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 Servicer in its capacity as a Servicer under this Agreement, to 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 (viviii) hereof shall occur and shall not have been remedied during the applicable time period set forth in clause (viviii) above, the Trust Administrator shall, by notice in writing to the Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the 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 and at the expense of the 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. The 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 the Servicer’s functions under this Agreement, and to cooperate with the Trust Administrator in effecting the termination of the 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 Servicer to the Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreement.

Servicer Events of Default. With respect to the Servicer, individually, if any one of the following events (“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 terms of the Certificates and this Agreement which continues unremedied for a period of two (2) Business Days 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 (ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 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 Servicer by the Depositor, the Trust Administrator or the Trustee, 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 and (ii) actual knowledge of such failure by a Servicing Officer; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law 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 winding-up or liquidation of its affairs, shall have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointment; or (iv) 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; or (v) 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 or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). 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 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 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 Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the 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 and at the expense of the 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. The 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 the Servicer’s functions under this Agreement, and to cooperate with the Trust Administrator in effecting the termination of the 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 Servicer to the Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreement.

Servicer Events of Default. With respect to the Servicer, individually, if any one of the following events (“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 terms of the Certificates and this Agreement which continues unremedied for a period of two Business Days 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 (ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x2.05(a)(ix)), which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 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 Servicer by the Depositor, the Trust Administrator or the Trustee, 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 and (ii) actual knowledge of such failure by a Servicing Officer; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law 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 winding-up or liquidation of its affairs, shall have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointment; or (iv) 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; or (v) 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 or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). 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 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 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 Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer Servicer, the Interest Rate Swap Provider and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the 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 and at the expense of the 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. The 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 the Servicer’s functions under this Agreement, and to cooperate with the Trust Administrator in effecting the termination of the 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 Servicer to the Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreement.

Servicer Events of Default. With respect to the Servicer, individually, if any (a) In case one or more of the following events (“Servicer Event Events of Default”) Default shall occur and be continuingcontinuing (and shall not have been waived by the majority Noteholders pursuant to Section 9.03), that is to say: (i1) any failure by the Servicer to remit to deposit into the Trust Administrator for distribution to Collection Account or the Certificateholders any payment (other than a P&I Advance Distribution Account amounts required to be made from its own funds on deposited thereto or any failure by Servicer Remittance Date pursuant to Section 4.03) required to be made under the terms make any of the Certificates and this Agreement which continues unremedied for a period of two Business Days 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 Rightsrequired payments therefrom; or (ii2) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer Servicer, contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x))Basic Document to which it is a party, which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 daysor, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; providedin the case of payment of insurance premiums, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 15 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 Servicer by the Depositor, the Trust Administrator or the Trustee, any other party hereto or to the ServicerServicer (with copy to each other party hereto), the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge Percentage Interests of such failure by a Servicing Officerthe Notes or the Trust Certificates; or (iii3) any breach on the part of the Servicer in any material respect of any representation or warranty contained in any Basic Document to which it is a decree party which continues unremedied for a period of 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 order to the Servicer (with copy to each other party hereto), by the Note 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 in an involuntary case proceeding against the Servicer under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedingproceedings, or for the winding-up or liquidation of its affairs, which action shall not have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed dismissed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentdays; or (iv5) the Servicer shall consent to the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to the Servicer it or of or relating to all or substantially all of its property; or (v6) 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 bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations, or take any corporate action in furtherance of the foregoing; or (vi7) Reserved; or (8) the Servicer or the Loan Originator fails to comply with any failure of its financial covenants set forth in Section 7.02; or (9) a Change of Control of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first Business Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to Servicer; or (10) so long as the Servicer by the Trust Administrator or the Trustee Loan Originator is an Affiliate of either of the Depositor or the Issuer and any "event of default' by any such party occurs under any of the Basic Documents. (in which case notice shall be provided by telecopy). If a Servicer Event of Default described in clauses (ib) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such a Servicer Event of Default shall not have been remedied, the Depositor Indenture Trustee or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shallMajority 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 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)specific performance, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, as servicer under this Agreement. On or after the Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall shall, subject to Section 9.02 hereof, pass to and be vested in a successor servicer, and the Trust Administrator pursuant to and under this Section and, without limitation, the Trust Administrator successor servicer is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The 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 the Servicer’s functions under this Agreement, and agrees to cooperate with the Trust Administrator successor servicer in effecting the termination of the Servicer’s 's responsibilities and rights under this Agreementhereunder, including, without limitation, the transfer within one Business Day to the Trust Administrator successor servicer for administration by it of all cash amounts which shall at the time shall be or should have been credited by the Servicer to the each Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans Loans. (c) Upon the occurrence of (i) an Event of Default or Default under any REO Property serviced by of the Basic Documents, (ii) a Servicer Event of Default under this Agreement, (iii) a Rapid Amortization Trigger or (iv) a material adverse change in the business or financial conditions of the Servicer (providedeach, howevera "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 Note Agent by written notice (each, a "Servicer Extension Notice") of the Note Agent 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 Note Agent, the Servicer shall give written notice of such non-receipt to the Note Agent by 4:00 p.m. (New York City time). Following a Term Event, the failure of the Note Agent 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 Note Agent shall comply with all applicable laws in connection with such transfer and the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to service the date Loans until completion of such termination, whether in 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreementtransfer.

Servicer Events of Default. With respect to the Servicer, individually, if any (1) In case one or more of the following events (“Servicer Event Events of Default”) Default by the Servicer shall occur and be continuing, that is to say: (i1) any failure by Servicer to deposit into the Collection Account or the Distribution Account or 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 make payments therefrom in accordance with Section 4.03) required to be made under the terms of the Certificates and this Agreement which continues unremedied for a period of two Business Days 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 Rights5.01; or (ii2) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the material covenants or agreements on the part of the Servicer Servicer, contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x))Basic Document to which it is a party, which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 daysor, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; providedin the case of payment of insurance premiums, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 15 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 Servicer by the Depositor, the Trust Administrator or the Trustee, any other party hereto or to the ServicerServicer (with copy to each other party hereto), the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge Percentage Interests of such failure by a Servicing Officerthe Notes or the Trust Certificates; or (iii3) any breach on the part of the Servicer of any representation or warranty contained in any Basic Document to which it is a decree party that materially and adversely affects the interests of any of the parties hereto or order any Securityholder and which continues unremedied for a period of 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 Initial Noteholder 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 in an involuntary case proceeding against the Servicer under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedingproceedings, or for the winding-up or liquidation of its affairs, which action shall not have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed dismissed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentdays; or (iv5) the Servicer shall consent to the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to the Servicer it or of or relating to all or substantially all of its property; or (v6) the Servicer (or the Loan Originator if the Servicer is not Option One) fails to comply with the Financial Covenants; or (7) the Servicer ceases to be a 100% indirect wholly-owned subsidiary of H&R Block Inc.; or (8) 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 bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or, or take any corporate action in furtherance of the foregoing. (vi2) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). If a Servicer Event of Default described in clauses (i) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such a Servicer Event of Default shall not have been remedied, the Depositor Indenture Trustee or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shallMajority 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 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)specific performance, may terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, as servicer under this Agreement. On or after the Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall shall, subject to Section 9.02 hereof, pass to and be vested in a successor servicer, and the Trust Administrator pursuant to and under this Section and, without limitation, the Trust Administrator successor servicer is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The 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 the Servicer’s functions under this Agreement, and agrees to cooperate with the Trust Administrator successor servicer in effecting the termination of the Servicer’s responsibilities and rights under this Agreementhereunder, including, without limitation, the transfer within one Business Day to the Trust Administrator successor servicer for administration by it of all cash amounts which shall at the time shall be or should have been credited by the Servicer to the each Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans Loans. (3) Upon the occurrence of (i) an Event of Default or Default under any REO Property serviced by of the Basic Documents, (ii) a Servicer Event of Default under this Agreement, (iii) a Rapid Amortization Trigger or (iv) a material adverse change in the business or financial conditions of the Servicer (providedeach, howevera “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 Initial Noteholder by written notice (each, a “Servicer Extension Notice”) of the Noteholder for successive one-month terms (each such term ending at 5:00 p.m., New York City time (“EST”), 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. (EST) on the last business day of any month, the Servicer shall not have received a Servicer Extension Notice from the Initial Noteholder, the Servicer shall give written notice of such non-receipt to the Initial Noteholder by 4:00 p.m. (EST). Following a Term Event, the failure of the Initial Noteholder, to deliver a Servicer Extension Notice by 5:00 p.m. (EST) shall result in the automatic and immediate termination of the Servicer (the “Termination Date”). Notwithstanding these time frames, the Servicer and the Initial Noteholder shall comply with all applicable laws in connection with such transfer and the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to service the date Loans until completion of such termination, whether in 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreementtransfer.

Servicer Events of Default. With respect to the Servicer, individually, if any one of the following events (“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 terms of the Certificates and this Agreement which continues unremedied for a period of two one Business Days 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 (ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in the Certificates or in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), Agreement which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 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 Servicer by the Depositor, the Trust Administrator or the Trustee, 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 and (ii) actual knowledge of such failure by a Servicing OfficerOfficer of the Servicer; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law 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 winding-up or liquidation of its affairs, shall have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointment; or (iv) 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; or (v) 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 or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) any failure of the 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 continues continued unremedied until 5:00 p.m. New York time on first for a period of one Business Day after the date upon which written notice of such failurefailure (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 the Servicer by the Trust Administrator or the Trustee (in which case notice shall be provided by telecopy)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 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 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 Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the 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 and at the expense of the 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. The 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 the Servicer’s functions under this Agreement, and to cooperate with the Trust Administrator in effecting the termination of the 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 Servicer to the Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreement.

Servicer Events of Default. With respect to the Servicer, individually, if any (a) In case one or more of the following events (“Servicer Event Events of Default”) Default by the Servicer shall occur and be continuing, that is to say: (i) any failure by the Servicer to remit deposit (A) into the Collection Account in accordance with Section 5.01(b) any amount required to be deposited by it under any Basic Document to which it is a party, which failure continues unremedied for two Business Days following the Trust Administrator for distribution date on which such deposit was first requested to be made or (B) the Certificateholders full amount of any payment (other than a P&I Periodic Advance required to be made from its own funds on any Servicer Remittance Date pursuant to Section 4.03) the day such Periodic Advances are required to be made under the terms of the Certificates and this Agreement made, which failure continues unremedied for a period of two until 12:00 p.m. New York City time on the Business Days after the date upon which written notice of Day following 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 Rightsday; or (ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the material covenants or agreements on the part of the Servicer Servicer, contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x))Basic Document to which it is a party, which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 daysor, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; providedin the case of payment of insurance premiums, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 15 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 Servicer by the Depositor, the Trust Administrator or the Trustee, any other party -101- 107 hereto or to the ServicerServicer (with copy to each other party hereto), the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge Percentage Interests of such failure by a Servicing Officerthe Notes or the Trust Certificates; or (iii) any breach on the part of the Servicer of any representation or warranty contained in any Basic Document to which it is a decree party that materially and adversely affects the interests of any of the parties hereto or order any Securityholder and which continues unremedied for a period of 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 Initial Noteholder or Holders of 25% of the Percentage Interests (as defined in the Indenture) of the Notes; or (iv) there shall have been commenced before a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case proceeding against the Servicer under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedingproceedings, or for the winding-up or liquidation of its affairs, which action shall not have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed dismissed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentdays; or (ivv) the Servicer shall consent to the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to the Servicer it or of or relating to all or substantially all of its property; or (vvi) 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 bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or, or take any corporate action in furtherance of the foregoing. (vib) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). If a Servicer Event of Default described in clauses (i) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such an Servicer Event of Default shall not have been remedied, the Depositor Indenture Trustee or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shallMajority 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 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)specific performance, may terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, as servicer under this Agreement. On or after the Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall shall, subject to Section 9.02 hereof, pass to and be vested in a successor servicer, and the Trust Administrator pursuant to and under this Section and, without limitation, the Trust Administrator successor servicer is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The 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 the Servicer’s functions under this Agreement, and agrees to cooperate with the Trust Administrator successor servicer in effecting the -102- 108 termination of the Servicer’s 's responsibilities and rights under this Agreementhereunder, including, without limitation, the transfer within one Business Day to the Trust Administrator successor servicer for administration by it of all cash amounts which shall at the time shall be or should have been credited by the Servicer to the each Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this AgreementLoans.

Servicer Events of Default. With respect to the Servicer, individually, if any (a) In case one or more of the following events (“Servicer Event Events of Default”) Default shall occur and be continuing, that is to say: (i1) any failure by the Servicer to remit to deposit into the Trust Administrator for distribution to Collection Account or the Certificateholders Distribution Account or 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 terms of the Certificates and this Agreement which continues unremedied for a period of two Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to failure by the Servicer by the Depositor, the Trust Administrator or the Trustee (to make payments therefrom 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 Rightsaccordance with Section 5.01 hereof; or (ii2) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the material covenants or agreements on the part of the Servicer Servicer, contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x))Basic Document to which it is a party, which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 daysor, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; providedin the case of payment of insurance premiums, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 15 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 Servicer by the Depositor, the Trust Administrator or the Trustee, any other party hereto or to the ServicerServicer (with copy to each other party hereto), the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge Percentage Interests of such failure by a Servicing Officerthe Notes or the Trust Certificates; or (iii3) any breach on the part of the Servicer of any representation or warranty contained in any Basic Document to which it is a decree party that materially and adversely affects the interests of any of the parties hereto or order any Securityholder and which continues unremedied for a period of 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 in an involuntary case proceeding against the Servicer under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedingproceedings, or for the winding-up or liquidation of its affairs, which action shall not have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed dismissed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentdays; or (iv5) the Servicer shall consent to the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to the Servicer it or of or relating to all or substantially all of its property; or (v6) the Servicer (or the Loan Originator if the Servicer is not Option One) fails to comply with the Financial Covenants; or (7) the Servicer ceases to be a 100% direct or indirect wholly-owned subsidiary of H&R Block Inc.; or (8) 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 bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) , or take any failure corporate action in furtherance of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy)foregoing. If a Servicer Event of Default described in clauses (i) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such a Servicer Event of Default shall not have been remedied, the Depositor Indenture Trustee or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shallMajority 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 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)specific performance, may terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, as servicer under this Agreement. On or after the Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall shall, subject to Section 9.02 hereof, pass to and be vested in a successor servicer, and the Trust Administrator pursuant to and under this Section and, without limitation, the Trust Administrator successor servicer is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The 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 the Servicer’s functions under this Agreement, and agrees to cooperate with the Trust Administrator successor servicer in effecting the termination of the Servicer’s 's responsibilities and rights under this Agreementhereunder, including, without limitation, the transfer within one Business Day to the Trust Administrator successor servicer for administration by it of all cash amounts which shall at the time shall be or should have been credited by the Servicer to the each Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans. (b) Upon the occurrence of (i) an Event of Default or Default under any of the 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 administer the Loans or in accordance with the terms and provisions set forth in the 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 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 REO Property serviced 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 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 (providedthe "Termination Date"). Notwithstanding these time frames, however, that the Servicer and the Noteholders shall comply with all applicable laws in connection with such transfer and the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to service the date Loans until completion of such termination, whether in 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreementtransfer.

Servicer Events of Default. With respect to the Servicer, individually, if any (a) In case one or more of the following events (“Servicer Event Events of Default”) Default shall occur and be continuing, that is to say: (i) any failure by the Servicer to remit deposit (A) into the Collection Account in accordance with Section 7.01(b) any amount required to be deposited by it under any Basic Document to which it is a party, which failure continues unremedied for two days following the Trust Administrator for distribution date on which such deposit was first requested to be made or (B) the Certificateholders full amount of any payment (other than a P&I Periodic Advance required to be made from its own funds on any Servicer Remittance Date pursuant to Section 4.03) the day such Periodic Advances are required to be made under the terms of the Certificates and this Agreement made, which failure continues unremedied for a period of two until 12:00 p.m. New York City time on the Business Days after the date upon which written notice of Day following 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 Rightsday; or (ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the material covenants or agreements on the part of the Servicer Servicer, contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x))Basic Document to which it is a party, which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 daysor, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; providedin the case of payment of insurance premiums, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 15 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 Servicer by the Depositor, the Trust Administrator or the Trustee, any other party hereto or to the ServicerServicer (with copy to each other party hereto), the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge Percentage Interests of such failure by a Servicing Officerthe Class A Certificates or the Certificates; or (iii) any breach on the part of the Servicer of any representation or warranty contained in any Basic Document to which it is a decree party that materially and adversely affects the interests of any of the parties hereto or order any Certificateholder and which continues unremedied for a period of 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 Initial Class A Certificateholder or Holders of 25% of the Percentage Interests of the Class A Certificates; or (iv) there shall have been commenced before a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case proceeding against the Servicer under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of -134- 142 assets and liabilities or similar proceedingproceedings, or for the winding-up or liquidation of its affairs, which action shall not have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed dismissed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentdays; or (ivv) the Servicer shall consent to the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer it or of or relating to all or substantially all of its property; or (vvi) 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 bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or, or take any corporate action in furtherance of the foregoing. (vib) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). If a Servicer Event of Default described in clauses (i) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such an Servicer Event of Default shall not have been remedied, the Depositor Owner Trustee or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shallMajority Certificateholders, 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 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)specific performance, may terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, as servicer under this Agreement. On or after the Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall shall, subject to Section 15.02 hereof, pass to and be vested in a successor servicer, and the Trust Administrator pursuant to and under this Section and, without limitation, the Trust Administrator successor servicer is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The 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 the Servicer’s functions under this Agreement, and agrees to cooperate with the Trust Administrator successor servicer in effecting the termination of the Servicer’s 's responsibilities and rights under this Agreementhereunder, including, without limitation, the transfer within one Business Day to the Trust Administrator successor servicer for administration by it of all cash amounts which shall at the time shall be or should have been credited by the Servicer to the each Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this AgreementLoans.

Servicer Events of Default. With respect to the Servicer, individually, if any (a) In case one or more of the following events (“Servicer Event Events of Default”) Default shall occur and be continuing, that is to say: (i1) any failure by Servicer to deposit into the Collection Account or the Distribution Account or 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 make payments therefrom in accordance with Section 4.03) required to be made under the terms of the Certificates and this Agreement which continues unremedied for a period of two Business Days 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 Rights5.01 hereof; or (ii2) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the material covenants or agreements on the part of the Servicer Servicer, contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x))Basic Document to which it is a party, which continues unremedied for a period of 30 thirty (30) days (or if such failure or breach cannot be remedied within 30 daysor, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; providedin the case of payment of insurance premiums, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 fifteen (15) 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 Servicer by the Depositor, the Trust Administrator or the Trustee, any other party hereto or to the ServicerServicer (with copy to each other party hereto), the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge Percentage Interests of such failure by a Servicing Officerthe Notes or the Trust Certificates; or (iii3) any breach on the part of the Servicer of any representation or warranty contained in any Basic Document to which it is a decree party that materially and adversely affects the interests of any of the parties hereto or order any Securityholder and which continues unremedied for a period of thirty (30) days after the date on which written 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 Initial Noteholder 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 in an involuntary case proceeding against the Servicer under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedingproceedings, or for the winding-up or liquidation of its affairs, which action shall not have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed dismissed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentdays; or (iv5) the Servicer shall consent to the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to the Servicer it or of or relating to all or substantially all of its property; or (v6) the Servicer (or the Loan Originator if the Servicer is not Option One) fails to be an Eligible Servicer or to comply with the financial covenants set forth in Section 7.02; or (7) the Servicer ceases to be a 100% direct or indirect wholly-owned subsidiary of H&R Block Inc.; (8) 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 bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations, or take any corporate action in furtherance of the foregoing; or (vi9) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required ceases to be made from its own funds pursuant to Section 4.03 which an approved servicer for Fxxxxx Mxx or Fxxxxxx Mac, and that status continues unremedied until 5:00 p.m. New York time on first Business Day after the date upon which written notice for a period of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trust Administrator or the Trustee (in which case notice shall be provided by telecopy)30 days. If a Servicer Event of Default described in clauses (i) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such a Servicer Event of Default shall not have been remedied, the Depositor Indenture Trustee or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shallMajority 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 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)specific performance, may terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, as servicer under this Agreement. On or after the Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall shall, subject to Section 9.02 hereof, pass to and be vested in a successor servicer, and the Trust Administrator pursuant to and under this Section and, without limitation, the Trust Administrator successor servicer is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The 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 the Servicer’s functions under this Agreement, and agrees to cooperate with the Trust Administrator successor servicer in effecting the termination of the Servicer’s responsibilities and rights under this Agreementhereunder, including, without limitation, the transfer within one Business Day to the Trust Administrator successor servicer for administration by it of all cash amounts which shall at the time shall be or should have been credited by the Servicer to the each Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans. (b) Upon the occurrence of (i) an Event of Default or Default under any of the Basic Documents, (ii) a Servicer Event of Default under this Agreement, or (iii) an event shall occur or circumstances otherwise arise which, in the Initial Noteholder’s sole determination, exercised in good faith, may have a reasonable possibility of materially impairing the ability of the Servicer to service and administer the Loans or in accordance with the terms and provisions set forth in the 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 REO Property serviced 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 Majority 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 (providedthe “Termination Date”). Notwithstanding these time frames, however, that the Servicer and the Noteholders shall comply with all applicable laws in connection with such transfer and the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to service the date Loans until completion of such termination, whether in 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreementtransfer.

Servicer Events of Default. With respect to the Servicer, individually, if any one of the (a) The following events (“shall constitute a Servicer Event of Default”) shall occur and be continuingDefault under this Agreement on the part of the Servicer: (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 payments on any Servicer Remittance Date pursuant to Section 4.03) required to be made under the terms of the Certificates and this Agreement which continues unremedied for a period of two three (3) Business Days 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 RightsOwner; or (ii) any the failure on the part of by the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part obligations of the Servicer contained set forth in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), Agreement which continues unremedied un-remedied for a period of 30 sixty (60) days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 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 Servicer by the DepositorOwner and; provided, however, that in the case of a failure that cannot be cured within sixty (60) days, the Trust Administrator or cure period shall be extended if the Trustee, or Servicer can demonstrate to the Servicer, reasonable satisfaction of the Depositor, Owner that the Trust Administrator failure can be cured and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge of such failure by a Servicing OfficerServicer is diligently pursuing remedial action; or (iii) a decree or order of a court or court, agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator or conservator, receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedingproceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged un-discharged or unstayed un-stayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentsixty (60) days; or (iv) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling 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 property; or (v) 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 or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) the Servicer fails to maintain its license to do business or service residential mortgage loans in any jurisdiction where the Mortgaged Properties are located which failure continues un-remedied for a period of sixty (60) days after Servicer receiving actual notice of such failure and such failure has a material and adverse effect on the Servicer’s ability to perform its obligations under the Agreement; or (vii) the failure by the Servicer to duly to observe or perform in any material respect, as determined by the Federal Reserve Board, the FDIC, or the monitor appointed by the Department of Justice and Attorneys General of certain states pursuant to the Settlement Agreement, any of the obligations of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 set forth in (A) the Consent Order, (B) the FRB Order or (C) the Settlement Agreement; which continues unremedied until 5:00 p.m. New York time on first Business Day un-remedied for a period of sixty (60) days after the date upon on which written notice of such failurefailure from the Federal Reserve Board or FDIC or the monitor, respectively, requiring the same to be remedied, shall have been given to the Servicer by the Trust Administrator or Owner; provided, however, that in the Trustee case of a failure that cannot be cured within sixty (in which case notice 60) days, the cure period shall be provided extended if the Servicer can demonstrate to the reasonable satisfaction of the Owner that the failure can be cured and the Servicer is diligently pursuing remedial action; or (viii) the failure by telecopythe Servicer to maintain its status as an approved Agency servicer of Agency Loans hereunder which continues un-remedied for a period of sixty (60) days after the date on which Servicer receives notice from the applicable Agency; provided, however, that in the case of such failure cannot be cured within sixty (60) days, the cure period shall be extended if the Servicer can demonstrate to the reasonable satisfaction of the applicable Agency and the Owner that the failure can be cured and the Servicer is diligently pursuing remedial action; provided, further, however, in the event the applicable Agency notifies the Servicer that its failure to maintain its status cannot be cured with the cure period, the Servicer shall not be entitled to the cure period set forth in this clause (viii). If a Servicer Event of Default described in clauses . (ib) through (v) of this Section shall occur, then, and in In each and every such case, so long as such a Servicer Event of Default shall not have been remedied, in addition to whatever rights the Depositor Owner may have at law or the Trustee mayequity to damages, including injunctive relief and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rightsspecific performance, the Trustee shallOwner, by notice in writing to the 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)Servicer, may terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after the accordance with Section 11.01. (c) Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trust Administrator successor(s) appointed 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 and at the expense of the 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. The 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 the Servicer’s functions under this Agreement, and to cooperate with the Trust Administrator in effecting the termination of the 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 Servicer to the Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreement11.

Servicer Events of Default. With respect to the Servicer, individually, if any (a) In case one or more of the following events (“Servicer Event Events of Default”) Default shall occur and be continuing, that is to say: (i1) any failure by the Servicer to remit to deposit into the Trust Administrator for distribution to Collection Account or the Certificateholders Distribution Account any payment (other than a P&I Advance amounts required to be made from its own funds on deposited therein or any failure by the Servicer Remittance Date pursuant to Section 4.03) required to be made under the terms make any of the Certificates and this Agreement which continues unremedied for a period of two Business Days 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 Rightsrequired payments therefrom; or (ii2) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the material covenants or agreements on the part of the Servicer Servicer, contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x))Basic Document to which it is a party, which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 daysor, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; providedin the case of payment of insurance premiums, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 15 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 Servicer by the Depositor, the Trust Administrator or the Trustee, any other party hereto or to the ServicerServicer (with copy to each other party hereto), the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge Percentage Interests of such failure by a Servicing Officerthe Notes or the Trust Certificates; or (iii3) any breach on the part of the Servicer of any representation or warranty contained in any Basic Document to which it is a decree party that materially and adversely affects the interests of any of the parties hereto or order any Securityholder and which continues unremedied for a period of 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 Initial Noteholder 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 in an involuntary case proceeding against the Servicer under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedingproceedings, or for the winding-up or liquidation of its affairs, which action shall not have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed dismissed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentdays; or (iv5) the Servicer shall consent to the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to the Servicer it or of or relating to all or substantially all of its property; or (v6) 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 bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations, or take any corporate action in furtherance of the foregoing; or (vi7) Reserved; or (8) the Servicer or the Loan Originator fails to comply with any failure of its financial covenants set forth in Section 7.02; or (9) a Change of Control of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first Business Day after Servicer; or (10) the date upon which written notice occurrence of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). If a Servicer an Event of Default described in clauses under the Indenture as a result of the action or inaction of the Issuer. (ib) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such a Servicer Event of Default shall not have been remedied, the Depositor Indenture Trustee or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shallMajority 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 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)specific performance, may terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, as servicer under this Agreement. On or after the Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall shall, subject to Section 9.02 hereof, pass to and be vested in a successor servicer, and the Trust Administrator pursuant to and under this Section and, without limitation, the Trust Administrator successor servicer is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The 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 the Servicer’s functions under this Agreement, and agrees to cooperate with the Trust Administrator successor servicer in effecting the termination of the Servicer’s responsibilities and rights under this Agreementhereunder, including, without limitation, the transfer within one Business Day to the Trust Administrator successor servicer for administration by it of all cash amounts which shall at the time shall be or should have been credited by the Servicer to the each Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans. (c) Upon the occurrence of (i) an Event of Default or Default under any of the Basic Documents, (ii) a Servicer Event of Default under this Agreement or (iii) a Rapid Amortization Trigger (each, a “Term Event”), the Servicer’s right to service the Loans or 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 Initial Noteholder by written notice (each, a “Servicer Extension Notice”) of the Initial Noteholder 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 REO Property serviced 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 Initial Noteholder, the Servicer shall give written notice of such non-receipt to the Initial Noteholder by 4:00 p.m. (New York City time). Following a Term Event, the failure of the Initial Noteholder 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 (providedthe “Termination Date”). Notwithstanding these time frames, however, that the Servicer and the Initial Noteholder shall comply with all applicable laws in connection with such transfer and the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to service the date Loans until completion of such termination, whether in 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreementtransfer.

Servicer Events of Default. With respect to the Servicer, individually, if (a) If any one of the following events (each, a “Servicer Event of Default”) shall occur and be continuing: (iA) any The failure by the Servicer to remit make any required P&I Advance; or (B) any other failure by the Servicer to deposit in the Trust Administrator for distribution to the Certificateholders Collection Account or Distribution Account 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) deposit required to be made under the terms of the Certificates and this Agreement which continues unremedied for a period of two one Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, failure shall have been given to the Servicer by the Depositor, the Trust Administrator Trustee 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 any Holder of Certificates entitled to a Regular Certificate evidencing at least 25% of the Voting Rights; or (ii) any The failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement, or the breach by the Servicer of to make any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), required Servicing Advance which failure continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; providedor the failure by the Servicer duly to observe or perform, howeverin any material respect, that any other covenants, obligations or agreements of the Servicer as set forth in no event shall such this Agreement, which failure or breach be allowed to exist continues unremedied for a period of greater than 60 30 days) , after the earlier of date (iA) the date on 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 Trustee or the Trustee, or to the Servicer, the Depositor, the Trust Administrator and the Trustee by the Holders any Holder of Certificates entitled to a Regular Certificate evidencing at least 25% of the Voting Rights and or (iiB) actual knowledge of such failure by a Servicing OfficerOfficer of the Servicer; or (iii) The entry against the Servicer of a decree or order of by a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator or trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedingproceedings, or for the winding-winding up or liquidation of its affairs, shall have been entered against and the Servicer and if such proceeding is being contested by the Servicer in good faith continuance of any such decree or order shall have remained unstayed and in force undischarged or unstayed effect for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentdays; or (iv) the 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 (v) or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged, unbonded or unstayed for a period of 60 days; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations; or (viv) any failure The aggregate amount of cumulative Realized Losses incurred since the Cut-off Date through the last day of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 related Collection Period divided by the Trust Administrator or initial Pool Balance exceeds the Trustee applicable percentages set forth below with respect to such Distribution Date: October 2009 through September 2010 4.30% October 2010 through September 2011 6.85% October 2011 through September 2012 8.95% October 2012 and thereafter 9.95% (in which case notice shall be provided by telecopy). If a Servicer Event of Default described in clauses (ib) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such a Servicer Event of Default shall not have been remediedremedied within the applicable grace period, (x) with respect solely to clause (i)(A) above, if such P&I Advance is not made by 11:00 A.M., New York time, on the Business Day immediately following the Servicer Remittance Date, the Depositor 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 mayshall, and at the written direction of the Holders of each Class of Regular Certificates entitled to at least evidencing Percentage Interests aggregating not less than 51% of Voting Rights, the Trustee shall%, by notice then given in writing to the Servicer (and to the Depositor and the Trust Administrator Trustee if given by the Trustee or to the Trustee and the Trust Administrator if given by the DepositorHolders of Certificates), terminate all of the rights and obligations of the Servicer in its capacity as a Servicer servicer under this Agreement, to 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 Any such notice in writing to the Servicer shall also be given to each Rating Agency, the Depositor and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereofSeller. On or after the receipt by the Servicer (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 the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trust Administrator Trustee pursuant to and under this Section Section; and, without limitation, the Trust Administrator Trustee is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the each Mortgage Loans Loan and related documents, Related Documents or otherwise. The Servicer agreesagrees to cooperate with the Trustee (or the applicable successor Servicer) in effecting the termination of the responsibilities and rights of the Servicer hereunder, at its sole cost and expenseincluding, promptly (and in any event no later than ten Business Days subsequent without limitation, the delivery to such notice) to provide the Trust Administrator with successor Servicer of all documents and records requested by it to enable it to assume the Servicer’s functions under this Agreement, and Agreement within ten Business Days subsequent to cooperate with the Trust Administrator in effecting the termination of the Servicer’s responsibilities and rights under this Agreement, including, without limitationsuch notice, the transfer within one Business Day subsequent to such notice to the Trust Administrator Trustee (or the applicable successor Servicer) for the administration by it of all cash amounts which that shall at the time shall be or should have been credited held by the Servicer and to be deposited by it in the Collection Account held by or on behalf of the ServicerAccount, the Distribution Account or Account, any REO Account or Servicing any Escrow Account held or that have been deposited by or on behalf of the Servicer in such accounts or thereafter be received by the Servicer with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 Trustee Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the servicing to 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 or if not paid by such predecessor Servicer then by the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this AgreementFund.

Servicer Events of Default. With respect to the ServicerFor purposes of this Agreement, individually, if any one each of the following events (“shall constitute a "Servicer Event of Default”) shall occur and be continuing": (a) (i) any failure by the Servicer to remit to the Trust Administrator for distribution to Bond Distribution Account or the Certificateholders Certificate Distribution Account when due any payment (other than a P&I Advance amount required to be made from its own funds on any Servicer Remittance Date pursuant to Section 4.03) required to be made under the terms of the Certificates and this Agreement which continues unremedied for a period of two Business Days 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 so remitted 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 (ii) any failure on the part of by the Servicer or the Special Servicer, as applicable, to deposit in the Collection Account or Escrow Account any payment required to be made, which failure continues unremedied for two days (or, in the case of any P&I Advance, one day ); or (b) any failure by the Servicer or the Special Servicer, as applicable, duly to observe or perform in any material respect any other of the its other covenants or agreements on the part of the Servicer contained obligations set forth in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), which Agreement that continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 days) after the earlier of (i) the date on which written notice of such failure, requiring the same to be remedied, shall have has been given to the Servicer by the Depositor, the Trust Administrator or the Trustee, or to the Special Servicer, the Depositoras applicable, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% or on behalf of the Voting Rights and (ii) actual knowledge of such failure by a Servicing OfficerIndenture Trustee or the Issuer; or (iiic) a decree or order of a court or agency or supervisory authority having jurisdiction in an Insolvency Event shall have occurred with respect to the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law Servicer or the appointment of a conservator or receiver or liquidator in any insolvencySpecial Servicer, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentas applicable; or (iv) 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; or (v) 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 or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vid) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopySpecial Servicer to satisfy the requirements of Section 4.22(a) or Section 4.22(b), respectively. If So long as a Servicer Event of Default described in clauses (i) through (v) of this Section shall occur, then, exists and in each and every such case, so long as such Servicer Event of Default shall has not have been remedied, the Depositor Issuer or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shallIndenture Trustee, by notice in writing to the 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)may, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the 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 and at the expense direction of Bondholders holding not less than 51% of the Servicerthen outstanding Bond Balance, any and all documents and other instruments and the Indenture Trustee shall, in addition to do whatever rights the Issuer or accomplish all other acts the Indenture Trustee may have at law or things necessary or appropriate equity 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. The 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 the Servicer’s functions under this Agreement, and to cooperate with the Trust Administrator in effecting the termination of the Servicer’s responsibilities and rights under this Agreementdamages, 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 Servicer to the Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreement.

Servicer Events of Default. With respect to the Servicer, individually, if any (a) In case one or more of the following events (“Servicer Event Events of Default”) Default shall occur and be continuing, that is to say: (i1) any failure by the Servicer to remit deposit into the Collection Account or the Distribution Account or any failure by Servicer to the Trust Administrator for distribution to the Certificateholders make 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 terms of the Certificates and this Agreement required payments therefrom which continues unremedied for a period of two (2) Business Days 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 RightsDay; or (ii2) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the material covenants or agreements on the part of the Servicer Servicer, contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x))Basic Document to which it is a party, which continues unremedied for a period of 30 days (or if or, in the case of payment of insurance premiums with respect to Loans for which the Servicer is required pursuant to the Loan Documents to escrow such failure or breach cannot be remedied within 30 dayspremiums, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 15 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 Servicer by the Depositor, the Trust Administrator or the Trustee, any other party hereto or to the ServicerServicer (with copy to each other party hereto), the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge Percentage Interests of such failure by a Servicing Officerthe Notes or the Trust Certificates; or (iii3) a decree any breach on the part of the Servicer of any representation or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator warranty contained in any insolvency, readjustment Basic Document to which it is a party that has a material adverse affect on the interests of debt, marshalling any of assets the parties hereto or any Securityholder and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed which continues unremedied for a period of 60 consecutive 30 days or results in the entry of an order for relief or any such adjudication or appointment; or (iv) 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; or (v) 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 or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first Business Day after the date upon on which written notice of such failurebreach, requiring the same to be remedied, shall have been given to the Servicer by any other party hereto or to the Trust Administrator Servicer (with copy to each other party hereto) by the Initial Noteholder or Holders of 25% of the Percentage Interests of the Notes; or (4) a Bankruptcy Event shall occur with respect to the Servicer; (5) so long as the Servicer or the Trustee Loan Originator is an Affiliate of either of the Depositor or the Issuer, any “event of default” by any such party occurs under any of the Basic Documents; or (6) CapitalSource fails to comply with the financial covenants set forth in which case notice shall be provided by telecopy). If a Servicer Event of Default described in clauses Section 7.01. (ib) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such a Servicer Event of Default shall not have been remedied, the Depositor Indenture Trustee or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shallMajority 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 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)specific performance, on thirty days’ notice, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, as servicer under this Agreement. On or after the Within a commercially reasonable time following receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall shall, subject to Section 9.02 hereof, pass to and be vested in a successor servicer, and the Trust Administrator pursuant to and under this Section and, without limitation, the Trust Administrator successor servicer is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The 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 the Servicer’s functions under this Agreement, and agrees to cooperate with the Trust Administrator successor servicer in effecting the termination of the Servicer’s responsibilities and rights under this Agreementhereunder, including, without limitation, the transfer within one Business Day to the Trust Administrator successor servicer for administration by it of all cash amounts which shall at the time shall be or should have been credited by the Servicer to the each Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans Loans. (c) Upon the occurrence of (i) an Event of Default or Default under any REO Property serviced by of the Basic Documents, (ii) a Servicer Event of Default under this Agreement, (iii) a Trigger Event or (iv) a material adverse change in the business or financial conditions of the Servicer (providedeach, howevera “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 Initial Noteholder by written notice (each, a “Servicer Extension Notice”) of the Initial Noteholder 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 Initial Noteholder, the Servicer shall give written notice of such non-receipt to the Initial Noteholder by 4:00 p.m. (New York City time). Following a Term Event, the failure of the Initial Noteholder to deliver a Servicer Extension Notice by 5:00 p.m. (New York City time) shall result in the termination of the Servicer upon the completion of the transfer of the servicing (the “Servicer Termination Date”). The Servicer and the Initial Noteholder shall comply with all applicable laws in connection with such transfer and the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to service the date Loans until completion of such termination, whether in respect transfer. (d) Upon the occurrence of P&I Advances or otherwise, and shall continue to be entitled to a Term Event (other than the benefits occurrence of Section 6.03, notwithstanding any such termination, a Bankruptcy Event with respect to events occurring prior to such termination). For purposes of this Section 7.01the Servicer, the Depositor or the Issuer), the Indenture Trustee shall, at the request of, or may, with the consent of the Initial Noteholder, by notice to the Issuer and the Servicer, declare the Termination Date to have occurred and all amounts due the Noteholders, the Indenture Trustee and the Trust Administrator Owner Trustee shall not be deemed to have knowledge immediately due and payable. (e) Upon the occurrence of a Servicer Bankruptcy Event of Default unless a Responsible Officer of with respect to the Trustee Servicer, the Depositor 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 Trustee or the Trust Administrator, as applicable, and such notice references the CertificatesIssuer, the Trust Fund or this AgreementTermination Date shall occur immediately and all amounts due and payable to the Noteholders, the Indenture Trustee and the Owner Trustee shall be immediately due and payable.

Servicer Events of Default. With respect to the Servicer, individually, if any (a) In case one or more of the following events (“Servicer Event Events of Default”) Default shall occur and be continuing, that is to say: (i1) any failure by the Servicer to remit deposit into the Collection Account or the Distribution Account or any failure by Servicer to the Trust Administrator for distribution to the Certificateholders make 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 terms of the Certificates and this Agreement required payments therefrom which continues unremedied for a period of two (2) Business Days 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 RightsDay; or (ii2) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the material covenants or agreements on the part of the Servicer Servicer, contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x))Basic Document to which it is a party, which continues unremedied for a period of 30 days (or if or, in the case of payment of insurance premiums with respect to Loans for which the Servicer is required pursuant to the Loan Documents to escrow such failure or breach cannot be remedied within 30 dayspremiums, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 15 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 Servicer by the Depositor, the Trust Administrator or the Trustee, any other party hereto or to the ServicerServicer (with copy to each other party hereto), the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge Percentage Interests of such failure by a Servicing Officerthe Notes or the Trust Certificates; or (iii3) a decree any breach on the part of the Servicer of any representation or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator warranty contained in any insolvency, readjustment Basic Document to which it is a party that has a material adverse affect on the interests of debt, marshalling any of assets the parties hereto or any Securityholder and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed which continues unremedied for a period of 60 consecutive 30 days or results in the entry of an order for relief or any such adjudication or appointment; or (iv) 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; or (v) 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 or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first Business Day after the date upon on which written notice of such failurebreach, requiring the same to be remedied, shall have been given to the Servicer by any other party hereto or to the Trust Administrator Servicer (with copy to each other party hereto) by the Initial Noteholder or Holders of 25% of the Percentage Interests of the Notes; or (4) a Bankruptcy Event shall occur with respect to the Servicer; (5) so long as the Servicer or the Trustee Loan Originator is an Affiliate of either of the Depositor or the Issuer, any “event of default” by any such party occurs under any of the Basic Documents; or (6) CapitalSource fails to comply with the financial covenants set forth in which case notice shall be provided by telecopy). If a Servicer Event of Default described in clauses Section 7.01. (ib) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such a Servicer Event of Default shall not have been remedied, the Depositor Indenture Trustee or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shallMajority 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 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)specific performance, on thirty days’ notice, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, as servicer under this Agreement. On or after the Within a commercially reasonable time following receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall shall, subject to Section 9.02 hereof, pass to and be vested in a successor servicer, and the Trust Administrator pursuant to and under this Section and, without limitation, the Trust Administrator successor servicer is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The 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 the Servicer’s functions under this Agreement, and agrees to cooperate with the Trust Administrator successor servicer in effecting the termination of the Servicer’s responsibilities and rights under this Agreementhereunder, including, without limitation, the transfer within one Business Day to the Trust Administrator successor servicer for administration by it of all cash amounts which shall at the time shall be or should have been credited by the Servicer to the each Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans Loans. (c) Upon the occurrence, and during the continuation, of (i) an Event of Default or Default under any REO Property serviced by of the Basic Documents, (ii) a Servicer Event of Default under this Agreement, (iii) a Trigger Event or (iv) a material adverse change in the business or financial conditions of the Servicer (providedeach, howevera “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 Initial Noteholder by written notice (each, a “Servicer Extension Notice”) of the Initial Noteholder 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 Initial Noteholder, the Servicer shall give written notice of such non-receipt to the Initial Noteholder by 4:00 p.m. (New York City time). Following a Term Event, the failure of the Initial Noteholder to deliver a Servicer Extension Notice by 5:00 p.m. (New York City time) shall result in the termination of the Servicer upon the completion of the transfer of the servicing (the “Servicer Termination Date”). The Servicer and the Initial Noteholder shall comply with all applicable laws in connection with such transfer and the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to service the date Loans until completion of such termination, whether in respect transfer. (d) Upon the occurrence of P&I Advances or otherwise, and shall continue to be entitled to a Term Event (other than the benefits occurrence of Section 6.03, notwithstanding any such termination, a Bankruptcy Event with respect to events occurring prior to such termination). For purposes of this Section 7.01the Servicer, the Depositor or the Issuer), the Indenture Trustee shall, at the request of, or may, with the consent of the Initial Noteholder, by notice to the Issuer and the Servicer, declare the Termination Date to have occurred and all amounts due the Noteholders, the Indenture Trustee and the Trust Administrator Owner Trustee shall not be deemed to have knowledge immediately due and payable. (e) Upon the occurrence of a Servicer Bankruptcy Event of Default unless a Responsible Officer of with respect to the Trustee Servicer, the Depositor 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 Trustee or the Trust Administrator, as applicable, and such notice references the CertificatesIssuer, the Trust Fund or this AgreementTermination Date shall occur immediately and all amounts due and payable to the Noteholders, the Indenture Trustee and the Owner Trustee shall be immediately due and payable.

Servicer Events of Default. With respect to the Servicer, individually, if any one of the following events (“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 terms of the Certificates and this Agreement which continues unremedied for a period of two Business Days 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 (ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 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 Servicer by the Depositor, the Trust Administrator or the Trustee, 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 and (ii) actual knowledge of such failure by a Servicing Officer; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law 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 winding-up or liquidation of its affairs, shall have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointment; or (iv) 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; or (v) 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 or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in Section 3.20 and Section 3.21 (subject to the cure periods set forth in such Sections); or (vii) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). If a Servicer Event of Default described in clauses (i) through (vvi) 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 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 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 Servicer in its capacity as a Servicer under this Agreement, to 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 (vivii) hereof shall occur and shall not have been remedied during the applicable time period set forth in clause (vivii) above, the Trust Administrator shall, by notice in writing to the Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its 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 Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the 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 and at the expense of the 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. The 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 the Servicer’s functions under this Agreement, and to cooperate with the Trust Administrator in effecting the termination of the 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 Servicer to the Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreement.

Servicer Events of Default. With respect to the Servicer, individually, if any (a) In case one or more of the following events (“Servicer Event Events of Default”) Default by the Servicer shall occur and be continuing, that is to say: (i) any failure by the Servicer to remit to deposit (A) into the Trust Administrator for distribution to the Certificateholders Collection Account in accordance with Section 5.01(b) any payment (other than a P&I Advance amount required to be made from its own funds on deposited by it under any Servicer Remittance Date pursuant Basic Document to Section 4.03) required to be made under the terms of the Certificates and this Agreement which it is a party, which failure continues unremedied for a period of two Business Days after following the date upon on which written notice of such failure, requiring the same deposit was first requested to be remediedmade, shall have been given to which failure continues unremedied until 12:00 p.m. New York City time on 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 RightsBusiness Day following such day; or (ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the material covenants or agreements on the part of the Servicer Servicer, contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x))Basic Document to which it is a party, which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 daysor, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; providedin the case of payment of insurance premiums, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 15 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 Servicer by the Depositor, the Trust Administrator or the Trustee, any other party hereto or to the ServicerServicer (with copy to each other party hereto), the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge Percentage Interests of such failure by a Servicing Officerthe Notes or the Trust Certificates; or (iii) any breach on the part of the Servicer of any representation or warranty contained in any Basic Document to which it is a decree party that materially and adversely affects the interests of any of the parties hereto or order any Securityholder and which continues unremedied for a period of 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 Initial Noteholder or Holders of 25% of the Percentage Interests (as defined in the Indenture) of the Notes; or (iv) there shall have been commenced before a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case proceeding against the Servicer under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedingproceedings, or for the winding-up or liquidation of its affairs, which action shall not have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed dismissed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentdays; or (ivv) the Servicer shall consent to the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to the Servicer it or of or relating to all or substantially all of its property; or (vvi) 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 bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or, or take any corporate action in furtherance of the foregoing. (vib) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). If a Servicer Event of Default described in clauses (i) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such an Servicer Event of Default shall not have been remedied, the Depositor Indenture Trustee or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shallMajority 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 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)specific performance, may terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, as servicer under this Agreement. On or after the Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall shall, subject to Section 9.02 hereof, pass to and be vested in a successor servicer, and the Trust Administrator pursuant to and under this Section and, without limitation, the Trust Administrator successor servicer is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The 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 the Servicer’s functions under this Agreement, and agrees to cooperate with the Trust Administrator successor servicer in effecting the termination of the Servicer’s 's responsibilities and rights under this Agreementhereunder, including, without limitation, the transfer within one Business Day to the Trust Administrator successor servicer for administration by it of all cash amounts which shall at the time shall be or should have been credited by the Servicer to the each Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this AgreementLoans.

Servicer Events of Default. With respect to the Servicer, individually, if any (a) In case one or more of the following events (“Servicer Event Events of Default”) Default by the Servicer shall occur and be continuing, that is to say: (i) any failure by the Servicer to remit to deposit into the Trust Administrator for distribution to the Certificateholders Collection Account in accordance with Section 5.01(b) any payment (other than a P&I Advance amount required to be made from its own funds on deposited by it under any Servicer Remittance Date pursuant Basic Document to Section 4.03) required to be made under the terms of the Certificates and this Agreement which continues unremedied for it is a period of two Business Days 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 Rightsparty; or (ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the material covenants or agreements on the part of the Servicer Servicer, contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x))Basic Document to which it is a party, which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 daysor, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; providedin the case of payment of insurance premiums, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 15 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 Servicer by the Depositor, the Trust Administrator or the Trustee, any other party hereto or to the ServicerServicer (with copy to each other party hereto), the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge Percentage Interests of such failure by a Servicing Officerthe Secured Notes or the Trust Certificates; or (iii) any breach on the part of the Servicer of any representation or warranty contained in any Basic Document to which it is a decree party that materially and adversely affects the interests of any of the parties hereto or order any Securityholder and which continues unremedied for a period of 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 Note Purchaser or Holders of 25% of the Percentage Interests (as defined in the Facility Administration Agreement) of the Secured Notes; or (iv) there shall have been commenced before a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case proceeding against the Servicer under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedingproceedings, or for the winding-up or liquidation of its affairs, which action shall not have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed dismissed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentdays; or (ivv) the Servicer shall consent to the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to the Servicer it or of or relating to all or substantially all of its property; or (vvi) the Servicer fails to be an Eligible Servicer; or (vii) the Servicer ceases to be, directly or indirectly, a wholly-owned subsidiary of H&R Block Inc.; or (viii) the Servicer ceases to meet the qualifications of either a Xxxxxx Xxx or Xxxxxxx Mac servicer which status continues unremedied for a period of 30 days; a (ix) 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 bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or, or take any corporate action in furtherance of the foregoing. (vib) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy). If a Servicer Event of Default described in clauses (i) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such a Servicer Event of Default shall not have been remedied, the Depositor Facility Administrator or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shallMajority 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 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)specific performance, may terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, as servicer under this Agreement. On or after the Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall shall, subject to Section 8.02, pass to and be vested in a successor servicer, and the Trust Administrator pursuant to and under this Section and, without limitation, the Trust Administrator successor servicer is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The 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 the Servicer’s functions under this Agreement, and agrees to cooperate with the Trust Administrator successor servicer in effecting the termination of the Servicer’s 's responsibilities and rights under this Agreementhereunder, including, without limitation, the transfer within one Business Day to the Trust Administrator successor servicer for administration by it of all cash amounts which shall at the time shall be or should have been credited by the Servicer to the each Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans Loans. (c) Upon the occurrence of an (i) Event of Default under any of the Basic Documents, (ii) a Servicer Event of Default under this Agreement, or any REO Property serviced by (iii) a material adverse change in the business or financial conditions of the Servicer (providedeach, howevera "Term Event"), the Servicer's right to service the Loans pursuant to the terms of this Agreement shall remain 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 Note Purchaser by written notice (each, a "Servicer Extension Notice") of the Noteholder for successive one-month terms (each such term ending at 5:00 p.m., New York City time ("EST"), 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 and the Servicing 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 Note Purchaser, the Servicer shall give written notice of such non-receipt to the Note Purchaser by 4:00 p.m. New York City time. Following a Term Event, the failure of the Note Purchaser 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 Note Purchaser shall comply with all applicable laws in connection with such transfer and the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to service the date Loans until completion of such termination, whether in 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreementtransfer.

Servicer Events of Default. With respect to the Servicer, individually, if any (a) In case one or more of the following events (“Servicer Event Events of Default”) Default shall occur and be continuing, that is to say: (i1) any failure by Servicer to deposit into the Collection Account or the Distribution Account or 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 make payments therefrom in accordance with Section 4.03) required to be made under the terms of the Certificates and this Agreement which continues unremedied for a period of two Business Days 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 Rights5.01 hereof; or (ii2) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the material covenants or agreements on the part of the Servicer Servicer, contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x))Basic Document to which it is a party, which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 daysor, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; providedin the case of payment of insurance premiums, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 15 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 Servicer by the Depositor, the Trust Administrator or the Trustee, any other party hereto or to the ServicerServicer (with copy to each other party hereto), the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge Percentage Interests of such failure by a Servicing Officerthe Notes or the Trust Certificates; or (iii3) any breach on the part of the Servicer of any representation or warranty contained in any Basic Document to which it is a decree party that materially and adversely affects the interests of any of the parties hereto or order any Securityholder and which continues unremedied for a period of 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 in an involuntary case proceeding against the Servicer under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedingproceedings, or for the winding-up or liquidation of its affairs, which action shall not have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed dismissed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentdays; or (iv5) the Servicer shall consent to the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to the Servicer it or of or relating to all or substantially all of its property; or (v6) the Servicer (or the Loan Originator if the Servicer is not Option One) fails to comply with the Financial Covenants; or (7) the Servicer ceases to be a 100% direct or indirect wholly-owned subsidiary of H&R Block Inc.; or (8) 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 bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) , or take any failure corporate action in furtherance of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 Trust Administrator or the Trustee (in which case notice shall be provided by telecopy)foregoing. If a Servicer Event of Default described in clauses (i) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such a Servicer Event of Default shall not have been remedied, the Depositor Indenture Trustee or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shallMajority 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 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)specific performance, may terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, as servicer under this Agreement. On or after the Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall shall, subject to Section 9.02 hereof, pass to and be vested in a successor servicer, and the Trust Administrator pursuant to and under this Section and, without limitation, the Trust Administrator successor servicer is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The 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 the Servicer’s functions under this Agreement, and agrees to cooperate with the Trust Administrator successor servicer in effecting the termination of the Servicer’s 's responsibilities and rights under this Agreementhereunder, including, without limitation, the transfer within one Business Day to the Trust Administrator successor servicer for administration by it of all cash amounts which shall at the time shall be or should have been credited by the Servicer to the each Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans. (b) Upon the occurrence of (i) an Event of Default or Default under any of the 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 administer the Loans or in accordance with the terms and provisions set forth in the 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 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 REO Property serviced 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 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 (providedthe "Termination Date"). Notwithstanding these time frames, however, that the Servicer and the Noteholders shall comply with all applicable laws in connection with such transfer and the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to service the date Loans until completion of such termination, whether in 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreementtransfer.

Servicer Events of Default. With respect to the Servicer, individually, if (a) If any one of the following events (each, a “Servicer Event of Default”) shall occur and be continuing: (iA) any The failure by the Servicer to remit make any required P&I Advance; or (B) any other failure by the Servicer to deposit in the Trust Administrator for distribution to the Certificateholders Collection Account or Distribution Account 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) deposit required to be made under the terms of the Certificates and this Agreement which continues unremedied for a period of two one Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, failure shall have been given to the Servicer by the Depositor, the Trust Administrator Trustee 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 any Holder of Certificates entitled to a Regular Certificate evidencing at least 25% of the Voting Rights; or (ii) any The failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement, or the breach by the Servicer of to make any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x)), required Servicing Advance which failure continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; providedor the failure by the Servicer duly to observe or perform, howeverin any material respect, that any other covenants, obligations or agreements of the Servicer as set forth in no event shall such this Agreement, which failure or breach be allowed to exist continues unremedied for a period of greater than 60 30 days) , after the earlier of date (iA) the date on 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 Trustee or the Trustee, or to the Servicer, the Depositor, the Trust Administrator and the Trustee by the Holders any Holder of Certificates entitled to a Regular Certificate evidencing at least 25% of the Voting Rights and or (iiB) actual knowledge of such failure by a Servicing OfficerOfficer of the Servicer; or (iii) The entry against the Servicer of a decree or order of by a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator or trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedingproceedings, or for the winding-winding up or liquidation of its affairs, shall have been entered against and the Servicer and if such proceeding is being contested by the Servicer in good faith continuance of any such decree or order shall have remained unstayed and in force undischarged or unstayed effect for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentdays; or (iv) the 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 (v) or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged, unbonded or unstayed for a period of 60 days; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, creditors or voluntarily suspend payment of its obligations; or (viv) any failure The aggregate amount of cumulative Realized Losses incurred since the Cut-off Date through the last day of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first 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 related Collection Period divided by the Trust Administrator or initial Pool Balance exceeds the Trustee applicable percentages set forth below with respect to such Distribution Date: Distribution Date Occurring In Percentage October 2009 through September 2010 4.30% October 2010 through September 2011 6.85% October 2011 through September 2012 8.95% October 2012 and thereafter 9.95% (in which case notice shall be provided by telecopy). If a Servicer Event of Default described in clauses (ib) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such a Servicer Event of Default shall not have been remediedremedied within the applicable grace period, (x) with respect solely to clause (i)(A) above, if such P&I Advance is not made by 11:00 A.M., New York time, on the Business Day immediately following the Servicer Remittance Date, the Depositor 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 mayshall, and at the written direction of the Holders of each Class of Regular Certificates entitled to at least evidencing Percentage Interests aggregating not less than 51% of Voting Rights, the Trustee shall%, by notice then given in writing to the Servicer (and to the Depositor and the Trust Administrator Trustee if given by the Trustee or to the Trustee and the Trust Administrator if given by the DepositorHolders of Certificates), terminate all of the rights and obligations of the Servicer in its capacity as a Servicer servicer under this Agreement, to 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 Any such notice in writing to the Servicer shall also be given to each Rating Agency, the Depositor and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereofSeller. On or after the receipt by the Servicer (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 the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trust Administrator Trustee pursuant to and under this Section Section; and, without limitation, the Trust Administrator Trustee is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the each Mortgage Loans Loan and related documents, Related Documents or otherwise. The Servicer agreesagrees to cooperate with the Trustee (or the applicable successor Servicer) in effecting the termination of the responsibilities and rights of the Servicer hereunder, at its sole cost and expenseincluding, promptly (and in any event no later than ten Business Days subsequent without limitation, the delivery to such notice) to provide the Trust Administrator with successor Servicer of all documents and records requested by it to enable it to assume the Servicer’s functions under this Agreement, and Agreement within ten Business Days subsequent to cooperate with the Trust Administrator in effecting the termination of the Servicer’s responsibilities and rights under this Agreement, including, without limitationsuch notice, the transfer within one Business Day subsequent to such notice to the Trust Administrator Trustee (or the applicable successor Servicer) for the administration by it of all cash amounts which that shall at the time shall be or should have been credited held by the Servicer and to be deposited by it in the Collection Account held by or on behalf of the ServicerAccount, the Distribution Account or Account, any REO Account or Servicing any Escrow Account held or that have been deposited by or on behalf of the Servicer in such accounts or thereafter be received by the Servicer with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the 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 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 Trustee Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the servicing to 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 or if not paid by such predecessor Servicer then by the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this AgreementFund.

Servicer Events of Default. With respect to the Servicer, individually, if any (a) In case one or more of the following events (“Servicer Event Events of Default”) Default shall occur and be continuing, that is to say: (i1) any failure by the Servicer to remit deposit into the Collection Account or the Distribution Account or any failure by Servicer to the Trust Administrator for distribution to the Certificateholders make 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 terms of the Certificates and this Agreement required payments therefrom which continues unremedied for a period of two (2) Business Days 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 RightsDay; or (ii2) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the material covenants or agreements on the part of the Servicer Servicer, contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x))Basic Document to which it is a party, which continues unremedied for a period of 30 days (or if or, in the case of payment of insurance premiums with respect to Loans for which the Servicer is required pursuant to the Loan Documents to escrow such failure or breach cannot be remedied within 30 dayspremiums, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 15 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 Servicer by the Depositor, the Trust Administrator or the Trustee, any other party hereto or to the ServicerServicer (with copy to each other party hereto), the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge Percentage Interests of such failure by a Servicing Officerthe Notes or the Trust Certificates; or (iii3) a decree any breach on the part of the Servicer of any representation or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator warranty contained in any insolvency, readjustment Basic Document to which it is a party that has a material adverse affect on the interests of debt, marshalling any of assets the parties hereto or any Securityholder and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed which continues unremedied for a period of 60 consecutive 30 days or results in the entry of an order for relief or any such adjudication or appointment; or (iv) 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; or (v) 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 or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first Business Day after the date upon on which written notice of such failurebreach, requiring the same to be remedied, shall have been given to the Servicer by any other party hereto or to the Trust Administrator Servicer (with copy to each other party hereto) by the Initial Noteholder or Holders of 25% of the Percentage Interests of the Notes; or (4) a Bankruptcy Event shall occur with respect to the Servicer; (5) so long as the Servicer or the Trustee Loan Originator is an Affiliate of either of the Depositor or the Issuer, any “event of default” by any such party occurs under any of the Basic Documents; or (6) CapitalSource fails to comply with the financial covenants set forth in which case notice shall be provided by telecopy). If a Servicer Event of Default described in clauses Section 7.01. (ib) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such a Servicer Event of Default shall not have been remedied, the Depositor Indenture Trustee or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shallMajority 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 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)specific performance, on thirty days’ notice, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, as servicer under this Agreement. On or after the Within a commercially reasonable time following receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall shall, subject to Section 9.02 hereof, pass to and be vested in a successor servicer, and the Trust Administrator pursuant to and under this Section and, without limitation, the Trust Administrator successor servicer is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The 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 the Servicer’s functions under this Agreement, and agrees to cooperate with the Trust Administrator successor servicer in effecting the termination of the Servicer’s responsibilities and rights under this Agreementhereunder, including, without limitation, the transfer within one Business Day to the Trust Administrator successor servicer for administration by it of all cash amounts which shall at the time shall be or should have been credited by the Servicer to the each Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans Loans. (c) Upon the occurrence, and during the continuation, of (i) an Event of Default or Default under any REO Property serviced by of the Basic Documents, (ii) a Servicer Event of Default under this Agreement, (iii) a Trigger Event or (iv) a material adverse change in the business or financial conditions of the Servicer (providedeach, howevera “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 Initial Noteholder by written notice (each, a “Servicer Extension Notice”) of the Initial Noteholder 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 Initial Noteholder, the Servicer shall give written notice of such non-receipt to the Initial Noteholder by 4:00 p.m. (New York City time). Following a Term Event, the failure of the Initial Noteholder to deliver a Servicer Extension Notice by 5:00 p.m. (New York City time) shall result in the termination of the Servicer upon the completion of the transfer of the servicing (the “Servicer Termination Date”). The Servicer and the Initial Noteholder shall comply with all applicable laws in connection with such transfer and the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to service the date Loans until completion of such termination, whether in respect transfer. (d) Upon the occurrence of P&I Advances or otherwise, and shall continue to be entitled to a Term Event (other than the benefits occurrence of Section 6.03, notwithstanding any such termination, a Bankruptcy Event with respect to events occurring prior to such termination). For purposes of this Section 7.01the Servicer, the Depositor or the Issuer), the Indenture Trustee shall, at the request of, or may, with the consent of the Majority Noteholders, by notice to the Issuer and the Servicer, declare the Termination Date to have occurred and all amounts due the Noteholders, the Indenture Trustee and the Trust Administrator Owner Trustee shall not be deemed to have knowledge immediately due and payable. (e) Upon the occurrence of a Servicer Bankruptcy Event of Default unless a Responsible Officer of with respect to the Trustee Servicer, the Depositor 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 Trustee or the Trust Administrator, as applicable, and such notice references the CertificatesIssuer, the Trust Fund or this AgreementTermination Date shall occur immediately and all amounts due and payable to the Noteholders, the Indenture Trustee and the Owner Trustee shall be immediately due and payable.

Servicer Events of Default. With respect to the Servicer, individually, if any (a) In case one or more of the following events (“Servicer Event Events of Default”) Default shall occur and be continuingcontinuing (and shall not have been waived by the majority Noteholders pursuant to Section 9.03), that is to say: (i1) any failure by the Servicer to remit to deposit into the Trust Administrator for distribution to Collection Account or the Certificateholders any payment (other than a P&I Advance Distribution Account amounts required to be made from its own funds on deposited thereto or any failure by Servicer Remittance Date pursuant to Section 4.03) required to be made under the terms make any of the Certificates and this Agreement which continues unremedied for a period of two Business Days 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 required payments therefrom; 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; or66 (ii2) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer Servicer, contained in this Agreement, or the breach by the Servicer of any representation and warranty contained in Section 2.05 (other than representation 2.05(a)(x))Basic Document to which it is a party, which continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 daysor, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; providedin the case of payment of insurance premiums, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 60 15 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 Servicer by the Depositor, the Trust Administrator or the Trustee, any other party hereto or to the ServicerServicer (with copy to each other party hereto), the Depositor, the Trust Administrator and the Trustee by the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge Percentage Interests of such failure by a Servicing Officerthe Notes or the Trust Certificates; or (iii3) any breach on the part of the Servicer in any material respect of any representation or warranty contained in any Basic Document to which it is a decree party which continues unremedied for a period of 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 order to the Servicer (with copy to each other party hereto), by the Note 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 in an involuntary case proceeding against the Servicer under any present or future federal or state bankruptcy, insolvency or similar law or for the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedingproceedings, or for the winding-up or liquidation of its affairs, which action shall not have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith such decree or order shall have remained in force undischarged or unstayed dismissed for a period of 60 consecutive days or results in the entry of an order for relief or any such adjudication or appointmentdays; or (iv5) the Servicer shall consent to the appointment of a conservator conservator, receiver, liquidator, trustee or receiver or liquidator similar official in any bankruptcy, insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to the Servicer it or of or relating to all or substantially all of its property; or (v6) 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 bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations, or take any corporate action in furtherance of the foregoing; or (vi7) Reserved; or (8) the Servicer or the Loan Originator fails to comply with any failure of its financial covenants set forth in Section 7.02; or (9) a Change of Control of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 5:00 p.m. New York time on first Business Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to Servicer; or (10) so long as the Servicer by the Trust Administrator or the Trustee Loan Originator is an Affiliate of either of the Depositor or the Issuer and any "event of default' by any such party occurs under any of the Basic Documents. (in which case notice shall be provided by telecopy). If a Servicer Event of Default described in clauses (ib) through (v) of this Section shall occur, thenThen, and in each and every such case, so long as such a Servicer Event of Default shall not have been remedied, the Depositor Indenture Trustee or the Trustee may, and at the written direction of the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shallMajority 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 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)specific performance, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement, to 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 Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as a Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, as servicer under this Agreement. On or after the Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall shall, subject to Section 9.02 hereof, pass to and be vested in a successor servicer, and the Trust Administrator pursuant to and under this Section and, without limitation, the Trust Administrator successor servicer is hereby authorized and empoweredempowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The 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 the Servicer’s functions under this Agreement, and agrees to cooperate with the Trust Administrator successor servicer in effecting the termination of the Servicer’s 's responsibilities and rights under this Agreementhereunder, including, without limitation, the transfer within one Business Day to the Trust Administrator successor servicer for administration by it of all cash amounts which shall at the time shall be or should have been credited by the Servicer to the each Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Servicing Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans. (c) Upon the occurrence of (i) an Event of Default or Default under any of the Basic Documents, (ii) a Servicer Event of Default under this Agreement, (iii) a Rapid Amortization Trigger or (iv) an event that has a reasonable possibility of materially impairing the ability of the Servicer to service and administer the Loans or in accordance with the terms and provision set forth in the 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 Note Agent by written notice (each, a "Servicer Extension Notice") of the Note Agent 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 REO Property serviced 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 Note Agent, the Servicer shall give written notice of such non-receipt to the Note Agent by 4:00 p.m. (New York City time). Following a Term Event, the failure of the Note Agent 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 (providedthe "Termination Date"). Notwithstanding these time frames, however, that the Servicer and the Note Agent shall comply with all applicable laws in connection with such transfer and the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to service the date Loans until completion of such termination, whether in 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 Trustee or the Trust Administrator, as applicable, and such notice references the Certificates, the Trust Fund or this Agreementtransfer.