Common use of Events of Servicing Termination Clause in Contracts

Events of Servicing Termination. If any one of the following events (“Events of Servicing Termination”) shall occur and be continuing: (i) any failure by the Servicer to deposit in the Collection Account or the Distribution Account any deposit required to be made under the terms of this Agreement, which failure continues unremedied for (A) two Business Days after the giving of written notice of any such failure to the Servicer by a Responsible Officer of the Indenture Trustee with knowledge thereof, or to the Servicer and the Indenture Trustee by the Insurer or the Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25% of the aggregate Class A Note Principal Balance or (B) for a period of five Business Days after the date upon which such deposit was required to be made, irrespective of whether the notice described in Clause (A) was provided; or (ii) (A) the failure by the Servicer to make any required Servicing Advance which failure continues unremedied for a period of 5 days, or, (B) except as otherwise described in subclause (vi) below, 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 (except with respect to a failure related to a Limited Exchange Act Reporting Obligation), which failure materially and adversely affects the interests of the Class A Noteholders or the Insurer and continues unremedied for a period of five (5) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Insurer or by the Holders of Class A Notes representing not less than 25% of the aggregate Class A Note Principal Balance; or (iii) failure by the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (except with respect to a failure related to a Limited Exchange Act Reporting Obligation) which continues unremedied for a period of [30] days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Master Servicer; provided that the [thirty-day] cure period shall not apply to the failure to comply with the requirements set forth in Section 6.02, Section 6.04, Section 7.02 or Article X, for which the grace period shall not exceed the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions); or (iv) the entry against the Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling 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 (v) the Servicer shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged, unbonded or unstayed for a period of 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 or voluntarily suspend payment of its obligations; or (vi) so long as the Seller is the Servicer, any failure of the Seller to repurchase or substitute Eligible Substitute Mortgage Loans for Defective Mortgage Loans as required pursuant to the Mortgage Loan Purchase Agreement or this Agreement; or (vii) any breach by the Servicer of a representation or warranty made in Section 2.03 herein, which breach materially and adversely affects the interests of the Class A Noteholders or the Insurer and continues unremedied for a period of 30 days after the giving of written notice of such failure to the Servicer by the Indenture Trustee, or to the Servicer and the Indenture Trustee by the Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25% of the aggregate Class A Note Principal Balance (or such longer period, with the consent of the Insurer (which consent shall not be unreasonably withheld), as may be reasonably necessary to remedy such breach, provided that the Servicer has commenced and diligently pursues such remedy to completion); or (viii) the Servicer is not rated at least investment grade by either Standard & Poor’s or ▇▇▇▇▇’▇; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied within the applicable grace period, (x) subject to the succeeding paragraph, the Indenture Trustee shall, at the direction of the Insurer or the Holders of Class A Notes representing not less than 51% of the Class A Note Principal Balance (with the consent of the Insurer, so long as no Insurer Default exists), by notice then given in writing to the Servicer (and to the Indenture Trustee if given by Holders of Class A Notes), terminate all of the rights and obligations of the Servicer as servicer under this Agreement. Any such notice to the Servicer shall also be given to each Rating Agency, the Depositor, the Trust and the Insurer. 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 Class A Notes or the Mortgage Loans or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents or otherwise. The Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the Servicer and to be deposited by it in the Collection Account, or that have been deposited by the Servicer in the Collection Account or thereafter received by the Servicer with respect to the Mortgage Loans. All reasonable 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 7.01 shall be paid by the predecessor Servicer (or if the predecessor Servicer is the Indenture Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses. In addition, if during the period that the Depositor is required to file Exchange Act Reports with respect to the Trust Fund, the Servicer shall fail to observe or perform any of the obligations that constitute a Limited Exchange Act Reporting Obligation or the obligations set forth in Section 3.10, Section 7.05 or Section 10.01(a)(i) and (ii), and such failure continues for the lesser of [10] calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), so long as such failure shall not have been remedied, the Indenture Trustee shall, but only at the direction of the Depositor, terminate all of the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Noteholder hereunder. The Depositor shall not be entitled to terminate the rights and obligations of the Servicer pursuant to subparagraph (iii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans.

Events of Servicing Termination. If any one of the following events (“"Events of Servicing Termination”") shall occur and be continuing: (ia) any failure by the Servicer to deliver to the Trustee for deposit in any of the Collection Account Accounts or the Distribution Account Reserve Fund any deposit required to be made under the terms of this Agreement, which failure continues unremedied for (A) two Business Days after the giving of written notice of any such failure to the Servicer by a Responsible Officer of the Indenture Trustee with knowledge thereof, payment or to direct the Servicer and the Indenture Trustee by the Insurer or the Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25% of the aggregate Class A Note Principal Balance or (B) Collateral Agent, as applicable, to make any required distributions therefrom that shall continue unremedied for a period of five Business Days after written notice of such failure is received by the date upon which Servicer from the Trustee or the Collateral Agent, as applicable, or after discovery of such deposit was required to be made, irrespective failure by an Authorized Officer of whether the notice described in Clause (A) was providedServicer; or (iib) (A) the failure by the Servicer to make any required Servicing Advance which failure continues unremedied for a period of 5 days, or, (B) except as otherwise described in subclause (vi) below, the failure by the Servicer duly to observe or perform, to perform in any material respect, respect any other covenants, obligations covenants or agreements of the Servicer as set forth in this Agreement (except with respect to a failure related to a Limited Exchange Act Reporting Obligation)Agreement, which failure shall (i) materially and adversely affects affect the interests rights of either the Class A Noteholders Certificateholders or the Insurer Class B Certificateholders and continues (ii) continue unremedied for a period of five (5) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Indenture Trustee or (B) to the Servicer and to the Indenture Trustee by the Insurer or by the Holders of Class A Notes representing Certificates evidencing not less than 25% of the aggregate Class A Note Principal Balance; or (iii) failure by the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (except with respect to a failure related to a Limited Exchange Act Reporting Obligation) which continues unremedied for a period of [30] days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Master Servicer; provided that the [thirty-day] cure period shall not apply to the failure to comply with the requirements set forth in Section 6.02, Section 6.04, Section 7.02 or Article X, for which the grace period shall not exceed the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions); or (iv) the entry against the Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling 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 (v) the Servicer shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged, unbonded or unstayed for a period of 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 or voluntarily suspend payment of its obligations; or (vi) so long as the Seller is the Servicer, any failure of the Seller to repurchase or substitute Eligible Substitute Mortgage Loans for Defective Mortgage Loans as required pursuant to the Mortgage Loan Purchase Agreement or this Agreement; or (vii) any breach by the Servicer of a representation or warranty made in Section 2.03 herein, which breach materially and adversely affects the interests outstanding principal balance of the Class A Noteholders or the Insurer Certificates and continues unremedied for Class B Certificates taken together as a period of 30 days after the giving of written notice of such failure to the Servicer by the Indenture Trustee, or to the Servicer and the Indenture Trustee by the Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25% of the aggregate Class A Note Principal Balance single class (or for such longer period, with the consent not in excess of the Insurer (which consent shall not be unreasonably withheld)120 days, as may be reasonably necessary to remedy such breach, default; provided that such default is capable of remedy within 120 days and the Servicer delivers an Officer's Certificate to the Trustee to such effect and to the effect that the Servicer has commenced or will promptly commence, and will diligently pursues pursue, all reasonable efforts to remedy such remedy to completiondefault); or (viiic) an Insolvency Event occurs with respect to the Servicer is not rated at least investment grade by either Standard & Poor’s or ▇▇▇▇▇’▇any successor; then, and in each and every such case, so long as an the Event of Servicing Termination shall not have been remedied within the any applicable grace cure period, (x) subject to either the succeeding paragraphTrustee, the Indenture Trustee shall, at the direction of the Insurer or the Holders of Class A Notes representing Certificates evidencing not less than 51% a majority of the aggregate outstanding principal balance of the Class A Note Principal Balance (with Certificates and the consent of the Insurer, so long Class B Certificates taken together as no Insurer Default exists)a single class, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by Holders of Class A Notes), may terminate all of the rights and obligations (other than the obligations set forth in Section 8.2) of the Servicer as servicer under this Agreement. Any such notice to the Servicer shall also be given to each Rating Agency, the Depositor, the Trust and the Insurer. 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 Class A Notes Certificates or the Mortgage Loans Receivables or otherwise, shall shall, without further action, pass to and be vested in the Indenture Trustee pursuant to and or such successor Servicer as may be appointed under this Section 7.019.2; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan the Receivables and related documents documents, or otherwise. The predecessor Servicer agrees to shall cooperate with the Indenture successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer hereunderunder this Agreement, including, without limitation, including the transfer to the Indenture Trustee successor Servicer for the administration by it of all cash amounts that shall at the time be held by the predecessor Servicer and to for deposit, or shall thereafter be deposited received by it in the Collection Account, or that have been deposited by the Servicer in the Collection Account or thereafter received by the Servicer with respect to the Mortgage Loansa Receivable. All reasonable costs and expenses (including attorneys’ ' fees) incurred in connection with transferring the Mortgage Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer (or if the predecessor Servicer is the Indenture Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses. In additionUpon receipt of notice of the occurrence of an Event of Servicing Termination, if during the period that the Depositor is required to file Exchange Act Reports with respect Trustee shall give notice thereof to the Trust Fund, the Servicer shall fail to observe or perform any of the obligations that constitute a Limited Exchange Act Reporting Obligation or the obligations set forth in Section 3.10, Section 7.05 or Section 10.01(a)(i) and (ii), and such failure continues for the lesser of [10] calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), so long as such failure shall not have been remedied, the Indenture Trustee shall, but only at the direction of the Depositor, terminate all of the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Noteholder hereunder. The Depositor shall not be entitled to terminate the rights and obligations of the Servicer pursuant to subparagraph (iii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage LoansRating Agencies.

Events of Servicing Termination. If any one of the following events (“"Events of Servicing Termination”") shall occur and be continuing: (ia) any failure by the Servicer to deliver to the Paying Agent or Collateral Agent for deposit in any of the Collection Account Accounts or the Distribution Reserve Account any deposit required to be made under the terms of this Agreement, which failure continues unremedied for (A) two Business Days after the giving of written notice of any such failure to the Servicer by a Responsible Officer of the Indenture Trustee with knowledge thereof, payment or to direct the Servicer and the Indenture Trustee by the Insurer Paying Agent or the Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25% of the aggregate Class A Note Principal Balance or (B) for a period of five Business Days after the date upon which such deposit was required to be madeCollateral Agent, irrespective of whether the notice described in Clause (A) was provided; or (ii) (A) the failure by the Servicer as applicable, to make any required Servicing Advance which failure continues distributions therefrom that shall continue unremedied for a period of 5 daysthree Business Days after written notice of such failure is received by the Servicer from the Trustee or the Collateral Agent, as applicable, or after discovery of such failure by an Authorized Officer of the Servicer; or, (Bb) except as otherwise described in subclause (vi) below, the any failure by the Servicer duly to observe or perform, to perform in any material respect, respect any other covenants, obligations covenants or agreements of the Servicer as set forth in this Agreement (except with respect to a failure related to a Limited Exchange Act Reporting Obligation)Agreement, which failure shall (i) materially and adversely affects affect the interests rights of either the Class A Noteholders Certificateholders or the Insurer Class B Certificateholders and continues (ii) continue unremedied for a period of five (5) 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Indenture Trustee Trustee, the Paying Agent or the Collateral Agent or (B) to the Servicer and to the Indenture Trustee by the Insurer or by the Holders of Class A Notes representing Certificates evidencing not less than 25% of the aggregate outstanding principal balance of the Class A Note Principal BalanceCertificates and Class B Certificates taken together as a single class; or (iiic) failure by the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (except an Insolvency Event occurs with respect to a failure related to a Limited Exchange Act Reporting Obligation) which continues unremedied for a period of [30] days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Master Servicer; provided that the [thirty-day] cure period shall not apply to the failure to comply with the requirements set forth in Section 6.02, Section 6.04, Section 7.02 or Article X, for which the grace period shall not exceed the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions); or (iv) the entry against the Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling 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 (v) 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 propertyany successor; then, or a decree or order of a court or agency or supervisory authority having jurisdiction and in the premises for the appointment of a conservatoreach and every case, 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 or voluntarily suspend payment of its obligations; or (vi) so long as the Seller is Event of Servicing Termination shall not have been remedied, either the Servicer, any failure of the Seller to repurchase or substitute Eligible Substitute Mortgage Loans for Defective Mortgage Loans as required pursuant to the Mortgage Loan Purchase Agreement or this Agreement; or (vii) any breach by the Servicer of a representation or warranty made in Section 2.03 herein, which breach materially and adversely affects the interests of the Class A Noteholders Trustee or the Insurer and continues unremedied for a period of 30 days after the giving of written notice of such failure to the Servicer by the Indenture Trustee, or to the Servicer and the Indenture Trustee by the Insurer or Holders of Class A Notes Certificates evidencing Percentage Interests aggregating not less than 25% of the aggregate Class A Note Principal Balance (or such longer period, with the consent of the Insurer (which consent shall not be unreasonably withheld), as may be reasonably necessary to remedy such breach, provided that the Servicer has commenced and diligently pursues such remedy to completion); or (viii) the Servicer is not rated at least investment grade by either Standard & Poor’s or ▇▇▇▇▇’▇; then, and in each and every such case, so long as an Event of Servicing Termination shall not have been remedied within the applicable grace period, (x) subject to the succeeding paragraph, the Indenture Trustee shall, at the direction of the Insurer or the Holders of Class A Notes representing not less than 51% outstanding principal balance of the Class A Note Principal Balance (with Certificates and the consent of the Insurer, so long Class B Certificates taken together as no Insurer Default exists)a single class, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by Holders of Class A Notes), may terminate all of the rights and obligations (other than the obligations set forth in Section 8.2) of the Servicer as servicer under this Agreement. Any such notice to the Servicer shall also be given to each Rating Agency, the Depositor, the Trust and the Insurer. 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 Class A Notes Certificates or the Mortgage Loans Receivables or otherwise, shall shall, without further action, pass to and be vested in the Indenture Trustee pursuant to and Successor Servicer appointed under this Section 7.019.2; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan the Receivables and related documents documents, or otherwise. The predecessor Servicer agrees to shall cooperate with the Indenture Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer hereunderunder this Agreement, including, without limitation, including the transfer to the Indenture Trustee Successor Servicer for the administration by it of all cash amounts that shall at the time be held by the predecessor Servicer and to for deposit, or shall thereafter be deposited received by it in the Collection Account, or that have been deposited by the Servicer in the Collection Account or thereafter received by the Servicer with respect to the Mortgage Loansa Receivable. All reasonable costs and expenses (including reasonable attorneys’ ' fees) incurred in connection with transferring the Mortgage Receivable Files to the successor Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer (or if the predecessor Servicer is the Indenture Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses. In additionUpon receipt of notice of the occurrence of an Event of Servicing Termination, if during the period that the Depositor is required to file Exchange Act Reports with respect Trustee shall give notice thereof to the Trust Fund, the Servicer shall fail to observe or perform any of the obligations that constitute a Limited Exchange Act Reporting Obligation or the obligations set forth in Section 3.10, Section 7.05 or Section 10.01(a)(i) and (ii), and such failure continues for the lesser of [10] calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), so long as such failure shall not have been remedied, the Indenture Trustee shall, but only at the direction of the Depositor, terminate all of the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Noteholder hereunder. The Depositor shall not be entitled to terminate the rights and obligations of the Servicer pursuant to subparagraph (iii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage LoansRating Agencies.

Events of Servicing Termination. If any one of the following events (“"Events of Servicing Termination”") shall occur and be continuing: (ia) any failure by the Servicer to deliver to the Trustee for deposit in any of the Collection Account Accounts or the Distribution Account Reserve Fund any deposit required to be made under the terms of this Agreement, which failure continues unremedied for (A) two Business Days after the giving of written notice of any such failure to the Servicer by a Responsible Officer of the Indenture Trustee with knowledge thereof, payment or to direct the Servicer and the Indenture Trustee by the Insurer or the Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25% of the aggregate Class A Note Principal Balance or (B) Collateral Agent, as applicable, to make any required distributions therefrom that shall continue unremedied for a period of five Business Days after written notice of such failure is received by the date upon which Servicer from the Trustee or the Collateral Agent, as applicable, or after discovery of such deposit was required to be made, irrespective failure by an Authorized Officer of whether the notice described in Clause (A) was providedServicer; or (iib) (A) the failure by the Servicer to make any required Servicing Advance which failure continues unremedied for a period of 5 days, or, (B) except as otherwise described in subclause (vi) below, the failure by the Servicer duly to observe or perform, to perform in any material respect, respect any other covenants, obligations covenants or agreements of the Servicer as set forth in this Agreement (except with respect to a failure related to a Limited Exchange Act Reporting Obligation)Agreement, which failure shall (i) materially and adversely affects affect the interests rights of either the Class A Noteholders Certificateholders or the Insurer Class B Certificateholders and continues (ii) continue unremedied for a period of five (5) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Indenture Trustee or (B) to the Servicer and to the Indenture Trustee by the Insurer or by the Holders of Class A Notes representing Certificates evidencing not less than 25% of the aggregate Class A Note Principal Balance; or (iii) failure by the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement (except with respect to a failure related to a Limited Exchange Act Reporting Obligation) which continues unremedied for a period of [30] days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Master Servicer; provided that the [thirty-day] cure period shall not apply to the failure to comply with the requirements set forth in Section 6.02, Section 6.04, Section 7.02 or Article X, for which the grace period shall not exceed the lesser of ten (10) calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions); or (iv) the entry against the Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling 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 (v) the Servicer shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged, unbonded or unstayed for a period of 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 or voluntarily suspend payment of its obligations; or (vi) so long as the Seller is the Servicer, any failure of the Seller to repurchase or substitute Eligible Substitute Mortgage Loans for Defective Mortgage Loans as required pursuant to the Mortgage Loan Purchase Agreement or this Agreement; or (vii) any breach by the Servicer of a representation or warranty made in Section 2.03 herein, which breach materially and adversely affects the interests outstanding principal balance of the Class A Noteholders or the Insurer Certificates and continues unremedied for Class B Certificates taken together as a period of 30 days after the giving of written notice of such failure to the Servicer by the Indenture Trustee, or to the Servicer and the Indenture Trustee by the Insurer or Holders of Class A Notes evidencing Percentage Interests aggregating not less than 25% of the aggregate Class A Note Principal Balance single class (or for such longer period, with the consent not in excess of the Insurer (which consent shall not be unreasonably withheld)120 days, as may be reasonably necessary to remedy such breach, default; provided that such default is capable of remedy within 120 days and the Servicer delivers an Officer's Certificate to the Trustee to such effect and to the effect that the Servicer has commenced or will promptly commence, and will diligently pursues pursue, all reasonable efforts to remedy such remedy to completiondefault); or (viiic) an Insolvency Event occurs with respect to the Servicer is not rated at least investment grade by either Standard & Poor’s or ▇▇▇▇▇’▇any successor; then, and in each and every such case, so long as an the Event of Servicing Termination shall not have been remedied within the any applicable grace cure period, (x) subject to either the succeeding paragraphTrustee, the Indenture Trustee shall, at the direction of the Insurer or the Holders of Class A Notes representing Certificates evidencing not less than 51% a majority of the aggregate outstanding principal balance of the Class A Note Principal Balance (with Certificates and the consent of the Insurer, so long Class B Certificates taken together as no Insurer Default exists)a single class, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by Holders of Class A Notes), may terminate all of the rights and obligations (other than the obligations set forth in Section 8.2) of the Servicer as servicer under this Agreement. Any such notice to the Servicer shall also be given to each Rating Agency, the Depositor, the Trust and the Insurer. 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 Class A Notes Certificates or the Mortgage Loans Receivables or otherwise, shall shall, without further action, pass to and be vested in the Indenture Trustee pursuant to and or such successor Servicer as may be appointed under this Section 7.019.2; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan the Receivables and related documents documents, or otherwise. The predecessor Servicer agrees to shall cooperate with the Indenture successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer hereunderunder 50 this Agreement, including, without limitation, including the transfer to the Indenture Trustee successor Servicer for the administration by it of all cash amounts that shall at the time be held by the predecessor Servicer and to for deposit, or shall thereafter be deposited received by it in the Collection Account, or that have been deposited by the Servicer in the Collection Account or thereafter received by the Servicer with respect to the Mortgage Loansa Receivable. All reasonable costs and expenses (including attorneys’ fees' fees and expenses) incurred in connection with transferring the Mortgage Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer (or if the predecessor Servicer is the Indenture Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses. In additionUpon receipt of notice of the occurrence of an Event of Servicing Termination, if during the period that the Depositor is required to file Exchange Act Reports with respect Trustee shall give notice thereof to the Trust Fund, the Servicer shall fail to observe or perform any of the obligations that constitute a Limited Exchange Act Reporting Obligation or the obligations set forth in Section 3.10, Section 7.05 or Section 10.01(a)(i) and (ii), and such failure continues for the lesser of [10] calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), so long as such failure shall not have been remedied, the Indenture Trustee shall, but only at the direction of the Depositor, terminate all of the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Noteholder hereunder. The Depositor shall not be entitled to terminate the rights and obligations of the Servicer pursuant to subparagraph (iii) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage LoansRating Agencies.