Common use of Successor Master Servicer Clause in Contracts

Successor Master Servicer. Any successor appointed as provided in Section 6.04 shall execute, acknowledge and deliver to the Depositor and to its predecessor an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor shall become effective and such successor, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Master Servicer herein. If the predecessor Master Servicer shall have Mortgage Files (other than Mortgage Files at the time held by a Custodian, if any, which Custodian shall become the agent of any successor Master Servicer hereunder) and related documents and statements it shall deliver to its successor and the predecessor Master Servicer shall deliver to its successor all moneys held by it hereunder, and the Depositor and the predecessor Master Servicer shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Master Servicer all such rights, powers, duties and obligations. No successor Master Servicer shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8A.06 and the appointment of such successor shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Master Servicer as provided in this Section, the Depositor shall mail notice of the succession to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor, the successor shall cause such notice to be mailed at the expense of the Depositor. SECTION 8A.08

Successor Master Servicer. Any If the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of an Event of Default), the Trustee shall thereupon assume, if it so elects, or shall appoint a successor appointed as provided in Section 6.04 Master Servicer to assume, all of the rights and obligations of such Master Servicer hereunder arising thereafter (except that the Trustee or any successor Master Servicer shall execute, acknowledge and deliver to the Depositor and to its not be (a) liable for any acts or omissions of such predecessor an instrument accepting such appointment Master Servicer hereunder, (b) obligated to make Advances if it is prohibited from doing so by applicable law, (c) deemed to have made any representations or warranties of such predecessor Master Servicer hereunder, (d) fund any losses on any Permitted Investment directed by such predecessor Master Servicer, or (e) obligated to perform any obligation of the Master Servicer under Section 12.06 or Section 12.08 with respect to any period of time during which the Trustee or such successor Master Servicer was not acting as the Master Servicer). Any such assumption shall be subject to Section 8.05 hereof and thereupon shall require the resignation or removal of the predecessor shall become effective Certificate Administrator in accordance with Section 9.06 hereof. In connection with the appointment of any successor master servicer or the assumption of the duties of the Master Servicer, the Trustee may make such arrangements for the compensation of such successor master servicer out of payments on the Mortgage Loans as the Trustee and such successorsuccessor master servicer shall agree. Notwithstanding the foregoing, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with compensation payable to a successor master servicer may not exceed the like effect as compensation which the Master Servicer would have been entitled to retain if originally named the Master Servicer had continued to act as Master Servicer hereinhereunder. All costs incurred in connection with the transition of the master servicing to the Trustee or the successor Master Servicer shall be paid by the predecessor Master Servicer, and if not so paid shall be reimbursed to the Trustee by the Trust. If the Trustee is acting as Master Servicer pursuant to either Section 7.04 or Section 8.05, all costs incurred by the Trustee acting as Master Servicer in connection with the transition of master servicing from the Trustee to a successor Master Servicer shall be paid by the predecessor Master Servicer shall have Mortgage Files (other than Mortgage Files at from which the time held by a Custodian, if any, which Custodian shall become the agent of any successor Trustee took over as Master Servicer hereunder) and related documents and statements it shall deliver pursuant to its successor and the predecessor Master Servicer shall deliver to its successor all moneys held by it hereundereither Section 7.04 or Section 8.05, and the Depositor and the predecessor Master Servicer shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Master Servicer all such rights, powers, duties and obligations. No successor Master Servicer shall accept appointment as provided in this Section unless at the time of such acceptance such successor if not so paid shall be eligible under reimbursed to the provisions of Section 8A.06 and the appointment of such successor shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Master Servicer as provided in this Section, the Depositor shall mail notice of the succession to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment Trustee by the successor, the successor shall cause such notice to be mailed at the expense of the Depositor. SECTION 8A.08Trust.

Successor Master Servicer. Any successor appointed The Master Servicer shall cooperate with the Indenture Trustee and any Successor Master Servicer in effecting (1) the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, notifying Mortgagors of the assignment of the servicing functions, if required, and providing the Indenture Trustee and Successor’ Master Servicer, as provided applicable, all documents and records in Section 6.04 shall execute, acknowledge electronic or other form reasonably requested by it to enable it to perform the Master Servicer’s functions hereunder and deliver (2) the transfer to the Depositor Indenture Trustee or such Successor Master Servicer, as applicable, of all amounts which shall at the time be or should have been deposited by the Master Servicer in the Collection Account and any other account or fund maintained with respect to its predecessor an instrument accepting such appointment hereunderthe Class A Notes or thereafter received with respect to the Mortgage Loans. Neither the Indenture Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, and thereupon or any delay in making, any distribution hereunder or any portion thereof caused solely by (i) the resignation or removal failure of the predecessor shall become effective and such successor, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Master Servicer herein. If to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the Master Servicer to cooperate as required by this Indenture, (iii) the failure of the Master Servicer to deliver the Mortgage Loan data to the Indenture Trustee as required by this Indenture or (iv) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer; provided that the Successor Master Servicer uses its commercially reasonable best efforts (1) to have the predecessor Master Servicer shall deliver all items and perform all obligations it is required to deliver and perform and (2) to perform the servicing in light of the information and documents that have Mortgage Files (been delivered; provided further that the Indenture Trustee or any other than Mortgage Files at the time held by a Custodian, if any, which Custodian shall become the agent of any successor Successor Master Servicer hereunder) shall institute and related documents and statements it shall deliver to its successor and prosecute legal actions against the predecessor Master Servicer shall as and if directed by the Insurer, at the Insurer’s expense. The Successor Master Servicer will not be responsible for delays attributable solely to the Master Servicer’s failure to deliver information, defects in the information supplied by the Master Servicer or other circumstances beyond the control of the Successor Master Servicer; provided that the Successor Master Servicer uses its commercially reasonable best efforts (1) to its successor all moneys held by it hereunder, and the Depositor and have the predecessor Master Servicer shall execute deliver all items and perform all obligations it is required to deliver such instruments and do such other things as may reasonably be required for more fully perform and certainly vesting (2) to perform the servicing in light of the information and confirming in the successor documents that have been delivered. The Successor Master Servicer all such rightswill make arrangements with the Master Servicer for the prompt and safe transfer of, powers, duties and obligations. No successor the Master Servicer shall accept appointment provide to the Successor Master Servicer, all necessary servicing files and records, including (as provided in this Section unless deemed necessary by the Successor Master Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Mortgage Loan payment history, (iv) collections history and (v) the time trial balances, as of such acceptance such successor the close of business on the day immediately preceding conversion to the Successor Master Servicer, reflecting all applicable Mortgage Loan information. The Successor Master Servicer shall be eligible under the provisions of Section 8A.06 have no responsibility and the appointment of such successor shall not result be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results solely from the Successor Master Servicer acting in accordance with information prepared or supplied by the predecessor Master Servicer (or the Indenture Trustee if the Successor Master Servicer is not an Affiliate of the Indenture Trustee) or the failure of the predecessor Master Servicer (or the Indenture Trustee if the Successor Master Servicer is not an Affiliate of the Indenture Trustee) to prepare or provide such information. The Successor Master Servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by the predecessor Master Servicer, the Issuer, or the Indenture Trustee (except to the extent any such Person is an Affiliate of the Successor Master Servicer), (ii) for any inaccuracy or omission in a downgrading notice or communication received by the Successor Master Servicer from the predecessor Master Servicer, the Issuer, or the Indenture Trustee (except to the extent any such Person is an Affiliate of the Successor Master Servicer), or (iii) which is solely due to or results from the invalidity or unenforceability of any Class Mortgage Loan under applicable law or the breach or the inaccuracy of Certificates any representation or warranty made with respect to any Mortgage Loan. Any such Successor Master Servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance the Depositor in order to comply with its reporting obligation under Item 6.02 of appointment by Form 8-K with respect to a successor Master Servicer as provided in this Section, the Depositor shall mail notice of the succession to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor, the successor shall cause such notice to be mailed at the expense of the Depositor. SECTION 8A.08servicer.

Successor Master Servicer. Any successor appointed as provided in Section 6.04 shall execute, acknowledge and deliver to the Depositor and to its predecessor an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor shall become effective and such successor, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Master Servicer herein. If the predecessor Master Servicer shall have Mortgage Files (other than Mortgage Files at the time held by a Custodian, if any, which Custodian shall become the agent of any successor Master Servicer hereunder) and related documents and statements it shall deliver to its successor and the predecessor Master Servicer shall deliver to its successor all moneys held by it hereunder, and the Depositor and the predecessor Master Servicer shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Master Servicer all such rights, powers, duties and obligations. No successor Master Servicer shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8A.06 and the appointment of such successor shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Master Servicer as provided in this Section, the Depositor shall mail notice of the succession to FSA and all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor, the successor shall cause such notice to be mailed at the expense of the Depositor. SECTION 8A.08

Successor Master Servicer. Any successor appointed The Master Servicer shall cooperate with the Indenture Trustee and any Successor Master Servicer in effecting (1) the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, notifying Mortgagors of the assignment of the servicing functions, if required, and providing the Indenture Trustee and Successor’ Master Servicer, as provided applicable, all documents and records in Section 6.04 shall execute, acknowledge electronic or other form reasonably requested by it to enable it to perform the Master Servicer’s functions hereunder and deliver (2) the transfer to the Depositor Indenture Trustee or such Successor Master Servicer, as applicable, of all amounts which shall at the time be or should have been deposited by the Master Servicer in the Collection Account and any other account or fund maintained with respect to its predecessor an instrument accepting such appointment hereunderthe Notes or thereafter received with respect to the Mortgage Loans. Neither the Indenture Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, and thereupon or any delay in making, any distribution hereunder or any portion thereof caused solely by (i) the resignation or removal failure of the predecessor shall become effective and such successor, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Master Servicer herein. If to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the Master Servicer to cooperate as required by this Indenture, (iii) the failure of the Master Servicer to deliver the Mortgage Loan data to the Indenture Trustee as required by this Indenture or (iv) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer; provided that the Successor Master Servicer uses its commercially reasonable best efforts (1) to have the predecessor Master Servicer shall deliver all items and perform all obligations it is required to deliver and perform and (2) to perform the servicing in light of the information and documents that have Mortgage Files (been delivered; provided further that the Indenture Trustee or any other than Mortgage Files at the time held by a Custodian, if any, which Custodian shall become the agent of any successor Successor Master Servicer hereunder) shall institute and related documents and statements it shall deliver to its successor and prosecute legal actions against the predecessor Master Servicer shall as and if directed by the Insurer, at the Insurer’s expense. The Successor Master Servicer will not be responsible for delays attributable solely to the Master Servicer’s failure to deliver information, defects in the information supplied by the Master Servicer or other circumstances beyond the control of the Successor Master Servicer; provided that the Successor Master Servicer uses its commercially reasonable best efforts (1) to its successor all moneys held by it hereunder, and the Depositor and have the predecessor Master Servicer shall execute deliver all items and perform all obligations it is required to deliver such instruments and do such other things as may reasonably be required for more fully perform and certainly vesting (2) to perform the servicing in light of the information and confirming in the successor documents that have been delivered. The Successor Master Servicer all such rightswill make arrangements with the Master Servicer for the prompt and safe transfer of, powers, duties and obligations. No successor the Master Servicer shall accept appointment provide to the Successor Master Servicer, all necessary servicing files and records, including (as provided in this Section unless deemed necessary by the Successor Master Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Mortgage Loan payment history, (iv) collections history and (v) the time trial balances, as of such acceptance such successor the close of business on the day immediately preceding conversion to the Successor Master Servicer, reflecting all applicable Mortgage Loan information. The Successor Master Servicer shall be eligible under the provisions of Section 8A.06 have no responsibility and the appointment of such successor shall not result be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results solely from the Successor Master Servicer acting in accordance with information prepared or supplied by the predecessor Master Servicer (or the Indenture Trustee if the Successor Master Servicer is not an Affiliate of the Indenture Trustee) or the failure of the predecessor Master Servicer (or the Indenture Trustee if the Successor Master Servicer is not an Affiliate of the Indenture Trustee) to prepare or provide such information. The Successor Master Servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by the predecessor Master Servicer, the Issuer, or the Indenture Trustee (except to the extent any such Person is an Affiliate of the Successor Master Servicer), (ii) for any inaccuracy or omission in a downgrading notice or communication received by the Successor Master Servicer from the predecessor Master Servicer, the Issuer, or the Indenture Trustee (except to the extent any such Person is an Affiliate of the Successor Master Servicer), or (iii) which is solely due to or results from the invalidity or unenforceability of any Class Mortgage Loan under applicable law or the breach or the inaccuracy of Certificates any representation or warranty made with respect to any Mortgage Loan. Any such Successor Master Servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance the Depositor in order to comply with its reporting obligation under Item 6.02 of appointment by Form 8-K with respect to a successor Master Servicer as provided in this Section, the Depositor shall mail notice of the succession to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor, the successor shall cause such notice to be mailed at the expense of the Depositor. SECTION 8A.08servicer.

Successor Master Servicer. Any In connection with the appointment of any successor appointed as provided in Section 6.04 shall execute, acknowledge and deliver to master servicer or the Depositor and to its predecessor an instrument accepting such appointment hereunder, and thereupon the resignation or removal assumption of the predecessor shall become effective duties of the Master Servicer, the Company or the Trustee may make such arrangements for the compensation of such successor master servicer out of payments on the Mortgage Loans as the Company or the Trustee and such successorsuccessor master servicer shall agree. If the successor master servicer does not agree that such market value is a fair price, without any further actsuch successor master servicer shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. Notwithstanding the foregoing, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with compensation payable to a successor master servicer may not exceed the like effect as compensation which the Master Servicer would have been entitled to retain if originally named the Master Servicer had continued to act as Master Servicer hereinhereunder. If the predecessor The Master Servicer shall have Mortgage Files (other than Mortgage Files at notify the time held by a Custodian, if any, which Custodian shall become Xxxxx Fargo Guide Servicers of the agent appointment of any successor master servicer or of the assumption of the duties of the Master Servicer hereunder) and shall promptly instruct the Xxxxx Fargo Guide Servicers to direct all remittances and reports required to be delivered by the related documents and statements it Xxxxx Fargo Guide Servicer pursuant to the terms of the Xxxxx Fargo Guide to the successor master servicer in accordance with such instructions as the successor master servicer shall deliver to its successor and provide; provided, however, that if the predecessor Master Servicer fails to provide such instructions, the successor master servicer shall deliver to its successor all moneys held by it hereunder, and the Depositor and the predecessor provide such instructions. The Master Servicer shall execute and deliver such instruments and do such other things all as may be reasonably be required for to more fully and certainly vesting definitely vest and confirming confirm in the successor Master Servicer master servicer all such the rights, powers, duties duties, responsibilities, obligations and obligations. No successor liabilities of the Master Servicer with regard to the supervision and oversight of the Xxxxx Fargo Guide Servicers vested in the Master Servicer under this Agreement. The Master Servicer agrees that it shall accept appointment as provided promptly remit to the successor master servicer all funds received in this Section unless at respect of any Mortgage Loan or which are otherwise collected by the time Master Servicer from the Xxxxx Fargo Guide Servicers in respect of such acceptance such successor shall be eligible under any Mortgage Loan following the provisions effective date of Section 8A.06 and the appointment of such successor shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Master Servicer as provided in this Section, the Depositor shall mail notice of the succession to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor, the successor shall cause such notice to be mailed at the expense of the Depositor. SECTION 8A.08master servicer.

Successor Master Servicer. Any In connection with the appointment of any successor appointed as provided in Section 6.04 shall execute, acknowledge and deliver to master servicer or the Depositor and to its predecessor an instrument accepting such appointment hereunder, and thereupon the resignation or removal assumption of the predecessor shall become effective duties of the Master Servicer, the Company or the Trustee may make such arrangements for the compensation of such successor master servicer out of payments on the Mortgage Loans as the Company or the Trustee and such successorsuccessor master servicer shall agree. If the successor master servicer does not agree that such market value is a fair price, without any further actsuch successor master servicer shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. Notwithstanding the foregoing, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with compensation payable to a successor master servicer may not exceed the like effect as compensation which the Master Servicer would have been entitled to retain if originally named the Master Servicer had continued to act as Master Servicer hereinhereunder. If the predecessor The Master Servicer shall have Mortgage Files (other than Mortgage Files at notify the time held by a Custodian, if any, which Custodian shall become Wells Fargo Guide Xxxxicers of the agent appointment of any successor master servicer or of the assumption of the duties of the Master Servicer hereunder) and shall promptly instruct the Wells Fargo Guide Xxxxicers to direct all remittances and reports required to be delivered by the related documents and statements it Wells Fargo Guide Xxxxicer pursuant to the terms of the Wells Fargo Guide xx xhe successor master servicer in accordance with such instructions as the successor master servicer shall deliver to its successor and provide; provided, however, that if the predecessor Master Servicer fails to provide such instructions, the successor master servicer shall deliver to its successor all moneys held by it hereunder, and the Depositor and the predecessor provide such instructions. The Master Servicer shall execute and deliver such instruments and do such other things all as may be reasonably be required for to more fully and certainly vesting definitely vest and confirming confirm in the successor Master Servicer master servicer all such the rights, powers, duties duties, responsibilities, obligations and obligations. No successor liabilities of the Master Servicer with regard to the supervision and oversight of the Wells Fargo Guide Xxxxicers vested in the Master Servicer under this Agreement. The Master Servicer agrees that it shall accept appointment as provided promptly remit to the successor master servicer all funds received in this Section unless at respect of any Mortgage Loan or which are otherwise collected by the time Master Servicer from the Wells Fargo Guide Xxxxicers in respect of such acceptance such successor shall be eligible under any Mortgage Loan following the provisions effective date of Section 8A.06 and the appointment of such successor shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Master Servicer as provided in this Section, the Depositor shall mail notice of the succession to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor, the successor shall cause such notice to be mailed at the expense of the Depositor. SECTION 8A.08master servicer.

Successor Master Servicer. Any successor appointed as provided in Section 6.04 shall execute, acknowledge and deliver to the Depositor and to its predecessor an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor shall become effective and such successor, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Master Servicer herein. If the predecessor Master Servicer shall have Mortgage Files (other than Mortgage Files at the time held by a Custodian, if any, which Custodian shall become the agent of any successor Master Servicer hereunder) and related documents and statements it shall deliver to its successor and the predecessor Master Servicer shall deliver to its successor all moneys held by it hereunder, and the Depositor and the predecessor Master Servicer shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Master Servicer all such rights, powers, duties and obligations. No successor Master Servicer shall accept appointment as provided in this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8A.06 and the appointment of such successor shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Master Servicer Xxxxxxxx as provided in this Section, the Depositor shall mail notice of the succession to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor, the successor shall cause such notice to be mailed at the expense of the Depositor. SECTION 8A.08.

Successor Master Servicer. Any successor appointed The Master Servicer shall cooperate with the Indenture Trustee and any Successor Master Servicer in effecting (1) the termination of the Master Servicer’s responsibilities and rights hereunder including, without limitation, notifying Mortgagors of the assignment of the servicing functions, if required, and providing the Indenture Trustee and Successor’ Master Servicer, as provided applicable, all documents and records in Section 6.04 shall execute, acknowledge electronic or other form reasonably requested by it to enable it to perform the Master Servicer’s functions hereunder and deliver (2) the transfer to the Depositor Indenture Trustee or such Successor Master Servicer, as applicable, of all amounts which shall at the time be or should have been deposited by the Master Servicer in the Collection Account and any other account or fund maintained with respect to its predecessor an instrument accepting such appointment hereunderthe Class A Notes or thereafter received with respect to the Mortgage Loans. Neither the Indenture Trustee nor any other Successor Master Servicer shall be deemed to be in default hereunder by reason of any failure to make, and thereupon or any delay in making, any distribution hereunder or any portion thereof caused solely by (i) the resignation or removal failure of the predecessor shall become effective and such successor, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Master Servicer herein. If to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the Master Servicer to cooperate as required by this Indenture, (iii) the failure of the Master Servicer to deliver the Mortgage Loan data to the Indenture Trustee as required by this Indenture or (iv) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer; provided that the Successor Master Servicer uses its commercially reasonable best efforts (1) to have the predecessor Master Servicer shall deliver all items and perform all obligations it is required to deliver and perform and (2) to perform the servicing in light of the information and documents that have Mortgage Files (been delivered; provided further that the Indenture Trustee or any other than Mortgage Files at the time held by a Custodian, if any, which Custodian shall become the agent of any successor Successor Master Servicer hereunder) shall institute and related documents and statements it shall deliver to its successor and prosecute legal actions against the predecessor Master Servicer shall as and if directed by the Insurer, at the Insurer’s expense. The Successor Master Servicer will not be responsible for delays attributable solely to the Master Servicer’s failure to deliver information, defects in the information supplied by the Master Servicer or other circumstances beyond the control of the Successor Master Servicer; provided that the Successor Master Servicer uses its commercially reasonable best efforts (1) to its successor all moneys held by it hereunder, and the Depositor and have the predecessor Master Servicer shall execute deliver all items and perform all obligations it is required to deliver such instruments and do such other things as may reasonably be required for more fully perform and certainly vesting (2) to perform the servicing in light of the information and confirming in the successor documents that have been delivered. The Successor Master Servicer all such rightswill make arrangements with the Master Servicer for the prompt and safe transfer of, powers, duties and obligations. No successor the Master Servicer shall accept appointment provide to the Successor Master Servicer, all necessary servicing files and records, including (as provided in this Section unless deemed necessary by the Successor Master Servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) Mortgage Loan payment history, (iv) collections history and (v) the time trial balances, as of such acceptance such successor the close of business on the day immediately preceding conversion to the Successor Master Servicer, reflecting all applicable Mortgage Loan information. The Successor Master Servicer shall be eligible under the provisions of Section 8A.06 have no responsibility and the appointment of such successor shall not result be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Indenture if any such failure or delay results solely from the Successor Master Servicer acting in accordance with information prepared or supplied by the predecessor Master Servicer (or the Indenture Trustee if the Successor Master Servicer is not an Affiliate of the Indenture Trustee) or the failure of the predecessor Master Servicer (or the Indenture Trustee if the Successor Master Servicer is not an Affiliate of the Indenture Trustee) to prepare or provide such information. The Successor Master Servicer shall have no 77 responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by the predecessor Master Servicer, the Issuer, or the Indenture Trustee (except to the extent any such Person is an Affiliate of the Successor Master Servicer), (ii) for any inaccuracy or omission in a downgrading notice or communication received by the Successor Master Servicer from the predecessor Master Servicer, the Issuer, or the Indenture Trustee (except to the extent any such Person is an Affiliate of the Successor Master Servicer), or (iii) which is solely due to or results from the invalidity or unenforceability of any Class Mortgage Loan under applicable law or the breach or the inaccuracy of Certificates any representation or warranty made with respect to any Mortgage Loan. Any such Successor Master Servicer shall provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance the Depositor in order to comply with its reporting obligation under Item 6.02 of appointment by Form 8-K with respect to a successor Master Servicer as provided in this Section, the Depositor shall mail notice of the succession to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor, the successor shall cause such notice to be mailed at the expense of the Depositor. SECTION 8A.08servicer.

Successor Master Servicer. Any In connection with the appointment of any successor appointed as provided in Section 6.04 shall execute, acknowledge and deliver to Master Servicer or the Depositor and to its predecessor an instrument accepting such appointment hereunder, and thereupon the resignation or removal assumption of the predecessor shall become effective duties of the Master Servicer, the Trustee may make such arrangements for the compensation of such successor master servicer out of payments on the Mortgage Loans as the Trustee and such successorsuccessor master servicer shall agree. In connection with the termination or resignation of the Master Servicer, without any further acteither (i) the successor Master Servicer, deed or conveyanceincluding the Trustee if the Trustee is acting as successor Master Servicer, shall become fully vested with represent and warrant that it is a member of MERS in good standing and shall agree to comply in all the rights, powers, duties and obligations of its predecessor hereunder, material respects with the like effect as if originally named as Master Servicer herein. If rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer shall have Mortgage Files (other than Mortgage Files at cooperate with the time held by a Custodian, if any, which Custodian shall become the agent of any successor Master Servicer hereunderin causing MERS to revise its records to reflect the transfer of servicing to the successor Master Servicer as necessary under MERS' rules and regulations, or (ii) and related documents and statements it shall deliver to its successor and the predecessor Master Servicer shall cooperate with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to its transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the successor all moneys held by it hereunder, and the Depositor and the Master Servicer. The predecessor Master Servicer shall execute and deliver file or cause to be filed any such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming assignment in the successor Master Servicer all such rights, powers, duties and obligationsappropriate recording office. No successor The predecessor Master Servicer shall accept appointment as provided in bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this Section unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8A.06 and the appointment of such successor shall not result in a downgrading of any Class of Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor Master Servicer as provided in this Section, the Depositor shall mail notice of the succession to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor, the successor shall cause such notice to be mailed at the expense of the Depositor. SECTION 8A.08subsection.