Common use of Servicing Events of Default Clause in Contracts

Servicing Events of Default. (a) If any one of the following events ("Servicing Events of Default") shall occur and be continuing: (i) Any failure by the Servicer, if the Servicer is the Paying Agent, to distribute to Certificateholders any payment required under the terms of this Agreement or, if the Servicer is not the Paying Agent, to pay over or to cause to be paid over to the Paying Agent for such distribution, any payment so required or to remit to the Paying Agent for deposit in the Certificate Account any payment required to be made under the terms of this Agreement (including any payment required to be made by the Servicer pursuant to Section 3.08) which failure continues unremedied for a period of (A) ten Business Days after the date on which written notice of such failure shall have been given to the Servicer by or on behalf of the Trustee, or to the Servicer and the Trustee by the Holders of the Required Amount of Certificates, if the Servicer falls to distribute or remit the full amount of a required payment as the result of an error in calculating the amount of such required payment or (B) three Business Days after written notice of such failure shall have been given to the Servicer as provided above if the Servicer falls to distribute or remit the full amount of a required payment for any reason other than as a result of an error in calculation; or (ii) Failure on the part of the Servicer duly to observe or perform in any material respect any of its covenants or agreements set forth in this Agreement, which failure (A) materially adversely affects the rights of the Certificateholders and (B) continues unremedied for a period of 60 Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by or on behalf of the Trustee, or to the Servicer and the Trustee by the Holders of the Required Amount of Certificates; or (iii) The entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property, 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, or voluntarily suspend payment of its obligations; or (v) The occurrence of any other event specified in Section 14.03 as a Servicing Event of Default; then the Trustee, acting upon the instructions of the Required Amount of Certificates, may remove the Servicer as such under this Agreement. The Servicer shall continue to act as servicer under this Agreement for a period commencing on the date on which such Servicing Event of Default occurred and ending on the last day of the calendar quarter in which such Servicing Event of Default occurred, unless prior to the end of such period a successor Servicer shall have been appointed pursuant to this Section 7.01 or the Trustee shall have notified the Servicer of the Trustee's election to assume the Servicer's servicing responsibilities and obligations at an earlier date. (b) Each party agrees to use its best efforts to inform the Trustee of any materially adverse information regarding the Servicer's servicing activities that comes to the attention of such party from time to time. (c) [Reserved]. (d) No removal or resignation of the Servicer shall become effective until the Trustee or a successor Servicer shall have assumed the Servicer's responsibilities and obligations in accordance with this Section. (e) Upon removal or resignation of the Servicer, the Servicer at its own expense also shall promptly deliver or cause to be delivered to a successor servicer or the Trustee all the books and records (including, without limitation, records kept in electronic form) that the Servicer has maintained for the Mortgage Loans, including all tax bills, assessment notices, insurance premium notices and all other documents as well as all original documents then in the Servicer's possession. (f) Any collections then being held by the Servicer prior to its removal or resignation and any collections received by the Servicer thereafter shall be endorsed by it to the Trustee and remitted directly and immediately to the Trustee or the successor Servicer. (g) Upon removal or resignation of the Servicer, the Trustee may (A) solicit bids for a successor servicer as described below or (B) assume the servicing responsibilities and obligations hereunder as Servicer. If the Trustee elects to solicit bids for a successor Servicer, the Trustee agrees to act as Servicer during the solicitation process and shall assume all duties of the Servicer (except as otherwise provided in this Agreement). The Trustee shall, if it is unable to obtain a qualifying bid and is prevented by law from acting as Servicer, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution which has been designated as an approved seller-servicer by Fannie Mae or FHLMC for first and second mortgage loans and having eqxxxx xf not less than $5,000,000, as determined in accordance with generally accepted accounting principles, as the successor to the Servicer in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. The compensation of any successor Servicer (other than the Trustee as successor Servicer) so appointed shall be the amount agreed to between the successor Servicer and the Trustee (up to a maximum equal to the Servicing Fee) together with the other servicing compensation provided in Section 3.13; provided, that if the Trustee becomes the successor Servicer it shall receive as its compensation the same compensation paid to the Servicer immediately prior to the Servicer's removal or resignation. (h) In the event the Trustee elects to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor Servicer shall be entitled to servicing compensation in accordance with subsection (g) above. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest satisfactory bid as to the price it will pay to obtain servicing. The Trustee shall deduct from any sum received from the successor Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder. After such deductions, the remainder of such sum less any amounts due the Trustee or the Trust from the Servicer shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. (i) The Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including the notification to all Mortgagors and each Rating Agency of the transfer of servicing. The Servicer agrees to cooperate with the Trustee and any successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights and shall promptly provide the Trustee or such successor Servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions and shall promptly transfer to the Trustee or such successor Servicer, as applicable, all amounts which then have been or should have been deposited in the Collection Account by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer. If the Servicer resigns or is removed, the Servicer agrees to reimburse the Trust, the Trustee and the Holders for the costs and expenses associated with the transfer of servicing to the successor Servicer. (j) The Trustee or other successor Servicer, upon assuming the duties of Servicer, shall (i) unless each Rating Agency has confirmed that recordation is not required, record all assignments of Mortgage Loans not previously recorded in the name of the Trustee and (ii) make all Periodic Interest Advances and Compensating Interest payments and deposit them to the Collection Account which the Servicer has theretofore failed to remit with respect to the Mortgage Loans; provided, however, that the Trustee or such successor Servicer shall be required to make Periodic Interest Advances (including Periodic Interest Advances described in this subsection (j)) only if, in its good faith judgment, such Periodic Interest Advances will ultimately be recoverable from the Mortgage Loans. (k) The Trustee shall give notice to the Holders, the Depositor and each Rating Agency of the occurrence of any event described in subsection (a) above of which the Trustee has knowledge.

Servicing Events of Default. (a) If any one of the following events ("“Servicing Events of Default"”) shall occur and be continuing: (i) Any failure by the Servicer, if the Servicer is the Paying Agent, to distribute to Certificateholders any payment required under the terms of this Agreement or, if the Servicer is not the Paying Agent, to pay over or to cause to be paid over to the Paying Agent for such distribution, any payment so required or to remit to the Trustee or the Paying Agent for deposit in the Certificate Account any payment required to be made under the terms of this Agreement (including any payment required to be made by the Servicer pursuant to Section 3.08) which failure continues unremedied for a period of (A) ten Business Days after the date on which written notice of such failure shall have been given to the Servicer by or on behalf of the Trustee, or to the Servicer and the Trustee by the Holders of the Required Amount of Certificates, if the Servicer falls to distribute or remit the full amount of a required payment as the result of an error in calculating the amount of such required payment or (B) three Business Days after written notice of such failure shall have been given to the Servicer as provided above if the Servicer falls to distribute or remit the full amount of a required payment for any reason other than as a result of an error in calculation; or (ii) Failure on the part of the Servicer duly to observe or perform in any material respect any of its covenants or agreements set forth in this Agreement, which failure (A) materially adversely affects the rights of the Certificateholders and (B) continues unremedied for a period of 60 Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by or on behalf of the TrusteeTrustee or the Paying Agent, or to the Servicer and the Trustee by the Holders of the Required Amount of Certificates; or (iii) The entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property, 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, or voluntarily suspend payment of its obligations; or (v) The occurrence of any other event specified in Section 14.03 14.02 as a Servicing Event of Default; then the Trustee, acting upon the instructions of the Required Amount of Certificates, may remove the Servicer as such under this Agreement. The Servicer shall continue to act as servicer under this Agreement for a period commencing on the date on which such Servicing Event of Default occurred and ending on the last day of the calendar quarter in which such Servicing Event of Default occurred, unless prior to the end of such period a successor Servicer Service shall have been appointed pursuant to this Section 7.01 or the Trustee shall have notified the Servicer of the Trustee's ’s election to assume the Servicer's ’s servicing responsibilities and obligations at an earlier date. (b) Each party agrees to use its best efforts to inform the Trustee of any materially adverse information regarding the Servicer's ’s servicing activities that comes to the attention of such party from time to time. (c) [Reserved]. (d) No removal or resignation of the Servicer shall become effective until the Trustee or a successor Servicer shall have assumed the Servicer's ’s responsibilities and obligations in accordance with this Section. (e) Upon removal or resignation of the Servicer, the Servicer at its own expense also shall promptly deliver or cause to be delivered to a successor servicer or the Trustee all the books and records (including, without limitation, records kept in electronic form) that the Servicer has maintained for the Mortgage Loans, including all tax bills, assessment notices, insurance premium notices and all other documents as well as all original documents then in the Servicer's ’s possession. (f) Any collections then being held by the Servicer prior to its removal or resignation and any collections received by the Servicer thereafter shall be endorsed by it to the Trustee and remitted directly and immediately to the Trustee or the successor Servicer. (g) Upon removal or resignation of the Servicer, the Trustee may (A) solicit bids for a successor servicer as described below or (B) assume the servicing responsibilities and obligations hereunder as Servicer. If the Trustee elects to solicit bids for a successor Servicer, the Trustee agrees to act as Servicer during the solicitation process and shall assume all duties of the Servicer (except as otherwise provided in this Agreement). The Trustee shall, if it is unable to obtain a qualifying bid and is prevented by law from acting as Servicer, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution which has been designated as an approved seller-servicer by Fannie Xxxxxx Mae or FHLMC for first and second mortgage loans and having eqxxxx xf equity of not less than $5,000,000, as determined in accordance with generally accepted accounting principles, as the successor to the Servicer in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. The compensation of any successor Servicer (other than the Trustee as successor Servicer) so appointed shall be the amount agreed to between the successor Servicer and the Trustee (up to a maximum equal to the Servicing Fee) together with the other servicing compensation provided in Section 3.13; provided, that if the Trustee becomes the successor Servicer it shall receive as its compensation the same compensation paid to the Servicer immediately prior to the Servicer's ’s removal or resignation. (h) In the event the Trustee elects to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor Servicer shall be entitled to servicing compensation in accordance with subsection (g) above. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest satisfactory bid as to the price it will pay to obtain servicing. The Trustee shall deduct from any sum received from the successor Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder. After such deductions, the remainder of such sum less any amounts due the Trustee or the Trust from the Servicer shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's ’s successor. (i) The Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including the notification to all Mortgagors and each Rating Agency of the transfer of servicing. The Servicer agrees to cooperate with the Trustee and any successor Servicer in effecting the termination of the Servicer's ’s servicing responsibilities and rights and shall promptly provide the Trustee or such successor Servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's ’s functions and shall promptly transfer to the Trustee or such successor Servicer, as applicable, all amounts which then have been or should have been deposited in the Collection Account by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer. If the Servicer resigns or is removed, the Servicer agrees to reimburse the Trust, the Trustee and the Holders for the costs and expenses associated with the transfer of servicing to the successor Servicer. (j) The Trustee or other successor Servicer, upon assuming the duties of Servicer, shall (i) unless less each Rating Agency has confirmed that recordation is not required, record all assignments of Mortgage Loans not previously recorded in the name of the Trustee and (ii) make all Periodic Interest Delinquency Advances and Compensating Interest payments and deposit them to the Collection Account which the Servicer has theretofore failed to remit with respect to the Mortgage Loans; provided, however, that the Trustee or such successor Servicer shall only be required to make Periodic Interest Delinquency Advances (including Periodic Interest Delinquency Advances described in this subsection (j)) only if, in its good faith judgment, such Periodic Interest Delinquency Advances will ultimately be recoverable from the Mortgage Loans. (k) The Trustee shall give notice to the Holders, the Depositor and each Rating Agency of the occurrence of any event described in subsection (a) above of which the Trustee has knowledge.

Servicing Events of Default. (a) If any one of the following events ("Servicing Events of Default") shall occur and be continuing: (i) Any failure by the Servicer, if the Servicer is the Paying Agent, to distribute to Certificateholders any payment required under the terms of this Agreement or, if the Servicer is not the Paying Agent, to pay over or to cause to be paid over to the Paying Agent for such distribution, any payment so required or to remit to the Paying Agent for deposit in the Certificate Account any payment required to be made under the terms of this Agreement (including any payment required to be made by the Servicer pursuant to Section 3.08) which failure continues unremedied for a period of (A) ten Business Days after the date on which written notice of such failure shall have been given to the Servicer by or on behalf of the Trustee, or to the Servicer and the Trustee by the Holders of the Required Amount of Certificates, if the Servicer falls to distribute or remit the full amount of a required payment as the result of an error in calculating the amount of such required payment or (B) three Business Days after written notice of such failure shall have been given to the Servicer as provided above if the Servicer falls to distribute or remit the full amount of a required payment for any reason other than as a result of an error in calculation; or (ii) Failure on the part of the Servicer duly to observe or perform in any material respect any of its covenants or agreements set forth in this Agreement, which failure (A) materially adversely affects the rights of the Certificateholders and (B) continues unremedied for a period of 60 Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by or on behalf of the Trustee, or to the Servicer and the Trustee by the Holders of the Required Amount of Certificates; or (iii) The entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property, 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, or voluntarily suspend payment of its obligations; or (v) The occurrence of any other event specified in Section 14.03 14.02 as a Servicing Event of Default; then the Trustee, acting upon the instructions of the Required Amount of Certificates, may remove the Servicer as such under this Agreement. The Servicer shall continue to act as servicer under this Agreement for a period commencing on the date on which such Servicing Event of Default occurred and ending on the last day of the calendar quarter in which such Servicing Event of Default occurred, unless prior to the end of such period a successor Servicer shall have been appointed pursuant to this Section 7.01 or the Trustee shall have notified the Servicer of the Trustee's election to assume the Servicer's servicing responsibilities and obligations at an earlier date. (b) Each party agrees to use its best efforts to inform the Trustee of any materially adverse information regarding the Servicer's servicing activities that comes to the attention of such party from time to time. (c) [Reserved]. (d) No removal or resignation of the Servicer shall become effective until the Trustee or a successor Servicer shall have assumed the Servicer's responsibilities and obligations in accordance with this Section. (e) Upon removal or resignation of the Servicer, the Servicer at its own expense also shall promptly deliver or cause to be delivered to a successor servicer or the Trustee all the books and records (including, without limitation, records kept in electronic form) that the Servicer has maintained for the Mortgage Loans, including all tax bills, assessment notices, insurance premium notices and all other documents as well as all original documents then in the Servicer's possession. (f) Any collections then being held by the Servicer prior to its removal or resignation and any collections received by the Servicer thereafter shall be endorsed by it to the Trustee and remitted directly and immediately to the Trustee or the successor Servicer. (g) Upon removal or resignation of the Servicer, the Trustee may (A) solicit bids for a successor servicer as described below or (B) assume the servicing responsibilities and obligations hereunder as Servicer. If the Trustee elects to solicit bids for a successor Servicer, the Trustee agrees to act as Servicer during the solicitation process and shall assume all duties of the Servicer (except as otherwise provided in this Agreement). The Trustee shall, if it is unable to obtain a qualifying bid and is prevented by law from acting as Servicer, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution which has been designated as an approved seller-servicer by Fannie Mae or FHLMC for first and second mortgage loans and having eqxxxx xf not less than $5,000,000, as determined in accordance with generally accepted accounting principles, as the successor to the Servicer in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. The compensation of any successor Servicer (other than the Trustee as successor Servicer) so appointed shall be the amount agreed to between the successor Servicer and the Trustee (up to a maximum equal to the Servicing Fee) together with the other servicing compensation provided in Section 3.13; provided, that if the Trustee becomes the successor Servicer it shall receive as its compensation the same compensation paid to the Servicer immediately prior to the Servicer's removal or resignation. (h) In the event the Trustee elects to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor Servicer shall be entitled to servicing compensation in accordance with subsection (g) above. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest satisfactory bid as to the price it will pay to obtain servicing. The Trustee shall deduct from any sum received from the successor Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder. After such deductions, the remainder of such sum less any amounts due the Trustee or the Trust from the Servicer shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. (i) The Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including the notification to all Mortgagors and each Rating Agency of the transfer of servicing. The Servicer agrees to cooperate with the Trustee and any successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights and shall promptly provide the Trustee or such successor Servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions and shall promptly transfer to the Trustee or such successor Servicer, as applicable, all amounts which then have been or should have been deposited in the Collection Account by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer. If the Servicer resigns or is removed, the Servicer agrees to reimburse the Trust, the Trustee and the Holders for the costs and expenses associated with the transfer of servicing to the successor Servicer. (j) The Trustee or other successor Servicer, upon assuming the duties of Servicer, shall (i) unless each Rating Agency has confirmed that recordation is not required, record all assignments of Mortgage Loans not previously recorded in the name of the Trustee and (ii) make all Periodic Delinquency Advances, Bi-Weekly Interest Advances, Simple Interest Advances and Compensating Interest payments and deposit them to the Collection Account which the Servicer has theretofore failed to remit with respect to the Mortgage Loans; provided, however, that the Trustee or such successor Servicer shall be required to make Periodic Delinquency Advances, Bi-Weekly Interest Advances and Simple Interest Advances (including Periodic Delinquency Advances, Bi-Weekly Interest Advances and Simple Interest Advances described in this subsection (j)) only if, in its good faith judgment, such Periodic Delinquency Advances, Bi-Weekly Interest Advances and/or Simple Interest Advances will ultimately be recoverable from the Mortgage Loans. (k) The Trustee shall give notice to the Holders, the Depositor and each Rating Agency of the occurrence of any event described in subsection (a) above of which the Trustee has knowledge.

Servicing Events of Default. (a) If any one of the following events ("Servicing Events of Default") shall occur and be continuing: (i) Any failure by the Servicer, if the Servicer is the Paying Agent, to distribute to Certificateholders any payment required under the terms of this Agreement or, if the Servicer is not the Paying Agent, to pay over or to cause to be paid over to the Paying Agent for such distribution, any payment so required or to remit to the Paying Agent Trustee for deposit in the Certificate Account any payment required to be made under the terms of this Agreement (including any payment required to be made by the Servicer pursuant to Section 3.08) which failure continues unremedied for a period of (A) ten Business Days after the date on which written notice of such failure shall have been given to the Servicer by or on behalf of the Trustee, or to the Servicer and the Trustee by the Holders of the Required Amount of Certificates, Certificates if the Servicer falls to distribute or remit the full amount of a required payment as the result of an error in calculating the amount of such required payment or (B) three Business Days after written notice of such failure shall have been given to the Servicer as provided above if the Servicer falls to distribute or remit the full amount of a required payment for any reason other than as a result of an error in calculation; or (ii) Failure on the part of the Servicer duly to observe or perform in any material respect any of its covenants or agreements set forth in this Agreement, which failure (A) materially adversely affects the rights of the Certificateholders and (B) continues unremedied for a period of 60 Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by or on behalf of the Trustee, or to the Servicer and the Trustee by the Holders of the Required Amount of Certificates; or (iii) The entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, insolvency readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property, 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, or voluntarily suspend payment of its obligations; or (v) On any date, the Cumulative Loss Percentage is greater than the Maximum Loss Percentage; or (vi) The occurrence of any other event specified in Section 14.03 14.02 as a Servicing Event of Default; then the Trustee, acting upon the instructions of the Required Amount of Certificates, may remove the Servicer as such under this Agreement. The Servicer shall continue to act as servicer under this Agreement for a period commencing on the date on which such Servicing Event of Default occurred and ending on the last day of the calendar quarter in which such Servicing Event of Default occurred, unless prior to the end of such period a successor Servicer Service shall have been appointed pursuant to this Section 7.01 or the Trustee shall have notified the Servicer of the Trustee's election to assume the Servicer's servicing responsibilities and obligations at an earlier date. (b) Each party agrees to use its best efforts to inform the Trustee of any materially adverse information regarding the Servicer's servicing activities that comes to the attention of such party from time to time. (c) [Reserved]The Servicer shall not resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel acceptable to the Trustee at the expense of the Servicer to such effect. (d) No removal or resignation of the Servicer shall become effective until the Trustee or a successor Servicer shall have assumed the Servicer's responsibilities and obligations in accordance with this Section. (e) Upon removal or resignation of the Servicer, the Servicer at its own expense also shall promptly deliver or cause to be delivered to a successor servicer or the Trustee all the books and records (including, without limitation, records kept in electronic form) that the Servicer has maintained for the Mortgage Loans, including all tax bills, assessment notices, insurance premium notices and all other documents as well as all original documents then in the Servicer's possession. (f) Any collections then being held by the Servicer prior to its removal or resignation and any collections received by the Servicer thereafter shall be endorsed by it to the Trustee and remitted directly and immediately to the Trustee or the successor Servicer. (g) Upon removal or resignation of the Servicer, the Trustee may (A) solicit bids for a successor servicer as described below or (B) assume the servicing responsibilities and obligations hereunder as Servicer. If the Trustee elects to solicit bids for a successor Servicer, the Trustee agrees to act as Servicer during the solicitation process and shall assume all duties of the Servicer (except as otherwise provided in this Agreement). The Trustee shall, if it is unable to obtain a qualifying bid and is prevented by law from acting as Servicer, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution which has been designated as an approved seller-servicer by Fannie Xxxxxx Mae or FHLMC for first and second mortgage loans and having eqxxxx xf equity of not less than $5,000,000, as determined in accordance with generally accepted accounting principles, as the successor to the Servicer in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. The compensation of any successor Servicer (other than the Trustee as successor Servicer) so appointed shall be the amount agreed to between the successor Servicer and the Trustee (up to a maximum equal to the Servicing Fee) together with the other servicing compensation provided in Section 3.13; provided, that if the Trustee becomes the successor Servicer it shall receive as its compensation the same compensation paid to the Servicer immediately prior to the Servicer's removal or resignation; provided, further, that if the Trustee becomes the successor Servicer then the Servicer agrees to pay to the Trustee at such time that the Trustee becomes successor Servicer a set-up fee of twenty-five dollars ($25.00) for each Mortgage Loan then included in the Trust Fund. The Trustee shall be obligated to serve as successor Servicer whether or not such set-up fee is paid, but shall in any event be entitled to receive, and to enforce payment of, such fee first from the Servicer and, to the extent not paid by the Servicer, from the Trust Fund. (h) In the event the Trustee elects to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor Servicer shall be entitled to servicing compensation in accordance with subsection (g) above. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest satisfactory bid as to the price it will pay to obtain servicing. The Trustee shall deduct from any sum received from the successor Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder. After such deductions, the remainder of such sum less any amounts due the Trustee or the Trust from the Servicer shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. (i) The Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including the notification to all Mortgagors and each Rating Agency of the transfer of servicing. The Servicer agrees to cooperate with the Trustee and any successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights and shall promptly provide the Trustee or such successor Servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions and shall promptly transfer to the Trustee or such successor Servicer, as applicable, all amounts which then have been or should have been deposited in the Collection P&I Account by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer. If the Servicer resigns or is removed, the Servicer agrees to reimburse the Trust, the Trustee and the Holders for the costs and expenses associated with the transfer of servicing to the successor Servicer.Servicer (less any amount paid to the Trustee pursuant to the last two sentences of subsection (g) above). 55 (j) The Trustee or other successor Servicer, upon assuming the duties of Servicer, shall (i) unless each Rating Agency has confirmed that recordation is not required, record all assignments of Mortgage Loans not previously recorded in the name of the Trustee and (ii) make all Periodic Interest Delinquency Advances and Compensating Interest payments and deposit them to the Collection P&I Account which the Servicer has theretofore failed to remit with respect to the Mortgage Loans; provided, however, that the Trustee or such successor Servicer shall only be required to make Periodic Interest Delinquency Advances (including Periodic Interest Delinquency Advances described in this subsection (j)) only if, in its it's good faith judgment, such Periodic Interest Delinquency Advances will ultimately be recoverable from the Mortgage Loans. (k) The Trustee shall give notice to the Holders, the Depositor and each Rating Agency of the occurrence of any event described in subsection (a) above of which the Trustee has knowledge.

Servicing Events of Default. (a) If any one of the following events ("Servicing Events of Default") shall occur and be continuing: (i) Any failure by the Servicer, if the Servicer is the Paying Agent, to distribute to Certificateholders any payment required under the terms of this Agreement or, if the Servicer is not the Paying Agent, to pay over or to cause to be paid over to the Paying Agent for such distribution, any payment so required or to remit to the Paying Agent for deposit in the Certificate Account any payment required to be made under the terms of this Agreement (including any payment required to be made by the Servicer pursuant to Section 3.08) which failure continues unremedied for a period of (A) ten Business Days after the date on which written notice of such failure shall have been given to the Servicer by or on behalf of the Trustee, or to the Servicer and the Trustee by the Holders of the Required Amount of Certificates, if the Servicer falls to distribute or remit the full amount of a required payment as the result of an error in calculating the amount of such required payment or (B) three Business Days after written notice of such failure shall have been given to the Servicer as provided above if the Servicer falls to distribute or remit the full amount of a required payment for any reason other than as a result of an error in calculation; or (ii) Failure on the part of the Servicer duly to observe or perform in any material respect any of its covenants or agreements set forth in this Agreement, which failure (A) materially adversely affects the rights of the Certificateholders and (B) continues unremedied for a period of 60 Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by or on behalf of the Trustee, or to the Servicer and the Trustee by the Holders of the Required Amount of Certificates; or (iii) The entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) The Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property, 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, or voluntarily suspend payment of its obligations; or (v) The occurrence of any other event specified in Section 14.03 as a Servicing Event of Default; then the Trustee, acting upon the instructions of the Required Amount of Certificates, may remove the Servicer as such under this Agreement. The Servicer shall continue to act as servicer under this Agreement for a period commencing on the date on which such Servicing Event of Default occurred and ending on the last day of the calendar quarter in which such Servicing Event of Default occurred, unless prior to the end of such period a successor Servicer shall have been appointed pursuant to this Section 7.01 or the Trustee shall have notified the Servicer of the Trustee's election to assume the Servicer's servicing responsibilities and obligations at an earlier date. (b) Each party agrees to use its best efforts to inform the Trustee of any materially adverse information regarding the Servicer's servicing activities that comes to the attention of such party from time to time. (c) [Reserved]. (d) No removal or resignation of the Servicer shall become effective until the Trustee or a successor Servicer shall have assumed the Servicer's responsibilities and obligations in accordance with this Section. (e) Upon removal or resignation of the Servicer, the Servicer at its own expense also shall promptly deliver or cause to be delivered to a successor servicer or the Trustee all the books and records (including, without limitation, records kept in electronic form) that the Servicer has maintained for the Mortgage Loans, including all tax bills, assessment notices, insurance premium notices and all other documents as well as all original documents then in the Servicer's possession. (f) Any collections then being held by the Servicer prior to its removal or resignation and any collections received by the Servicer thereafter shall be endorsed by it to the Trustee and remitted directly and immediately to the Trustee or the successor Servicer. (g) Upon removal or resignation of the Servicer, the Trustee may (A) solicit bids for a successor servicer as described below or (B) assume the servicing responsibilities and obligations hereunder as Servicer. If the Trustee elects to solicit bids for a successor Servicer, the Trustee agrees to act as Servicer during the solicitation process and shall assume all duties of the Servicer (except as otherwise provided in this Agreement). The Trustee shall, if it is unable to obtain a qualifying bid and is prevented by law from acting as Servicer, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution which has been designated as an approved seller-servicer by Fannie Mae or FHLMC for first and second mortgage loans and having eqxxxx xf xxxxxy of not less than $5,000,000, as determined in accordance with generally accepted accounting principles, as the successor to the Servicer in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. The compensation of any successor Servicer (other than the Trustee as successor Servicer) so appointed shall be the amount agreed to between the successor Servicer and the Trustee (up to a maximum equal to the Servicing Fee) together with the other servicing compensation provided in Section 3.13; provided, that if the Trustee becomes the successor Servicer it shall receive as its compensation the same compensation paid to the Servicer immediately prior to the Servicer's removal or resignation. (h) In the event the Trustee elects to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Such public announcement shall specify that the successor Servicer shall be entitled to servicing compensation in accordance with subsection (g) above. Within thirty days after any such public announcement, the Trustee shall negotiate and effect the transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party submitting the highest satisfactory bid as to the price it will pay to obtain servicing. The Trustee shall deduct from any sum received from the successor Servicer in respect of such sale, transfer and assignment all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder. After such deductions, the remainder of such sum less any amounts due the Trustee or the Trust from the Servicer shall be paid by the Trustee to the Servicer at the time of such sale, transfer and assignment to the Servicer's successor. (i) The Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession, including the notification to all Mortgagors and each Rating Agency of the transfer of servicing. The Servicer agrees to cooperate with the Trustee and any successor Servicer in effecting the termination of the Servicer's servicing responsibilities and rights and shall promptly provide the Trustee or such successor Servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions and shall promptly transfer to the Trustee or such successor Servicer, as applicable, all amounts which then have been or should have been deposited in the Collection Account by the Servicer or which are thereafter received with respect to the Mortgage Loans. Neither the Trustee nor any other successor Servicer shall be held liable by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Servicer. If the Servicer resigns or is removed, the Servicer agrees to reimburse the Trust, the Trustee and the Holders for the costs and expenses associated with the transfer of servicing to the successor Servicer. (j) The Trustee or other successor Servicer, upon assuming the duties of Servicer, shall (i) unless each Rating Agency has confirmed that recordation is not required, record all assignments of Mortgage Loans not previously recorded in the name of the Trustee and (ii) make all Periodic Interest Advances and Compensating Interest payments and deposit them to the Collection Account which the Servicer has theretofore failed to remit with respect to the Mortgage Loans; provided, however, that the Trustee or such successor Servicer shall be required to make Periodic Interest Advances (including Periodic Interest Advances described in this subsection (j)) only if, in its good faith judgment, such Periodic Interest Advances will ultimately be recoverable from the Mortgage Loans. (k) The Trustee shall give notice to the Holders, the Depositor and each Rating Agency of the occurrence of any event described in subsection (a) above of which the Trustee has knowledge.