Common use of Master Servicer to Act; Appointment of Successor Clause in Contracts

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of the time the Servicer receives a notice of termination pursuant to Section 5.01, the Master Servicer (or other named successor) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 2.06. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b), as compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Master Servicer may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the Trust.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.013.25 or Section 7.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 3.05, and subject to the rights of the Master Servicer to appoint a successor servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make P&I Advances and Servicing Advances, pursuant to Section 2.063.25 or Section 7.01. It is understood and acknowledged by the parties hereto that there will be a period of transition before the transfer of servicing obligations is fully effective. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity Servicer will have a period (not to exceed 90 days) to complete the transfer of all servicing data and correct or manipulate such servicing data as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) may be required by the Master Servicer, Servicer to correct any errors or insufficiencies in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require servicing data or otherwise enable the Master Servicer, acting Servicer to service the Mortgage Loans in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverableaccordance with Accepted Servicing Practices. Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act hereunder including, if no such notice of termination had been giventhe Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account which the Servicer would be entitled to receive. Notwithstanding the aboveforegoing, if the Master Servicer has become the successor to the Servicer in accordance with Section 7.01, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01, if it is otherwise unable to so act or at the written request of Certificateholders entitled to actat least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Any successor to the Servicer shall make the covenant set forth in Section 6.02(b). Any successor to the Servicer shall be an institution which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer (other than liabilities of the Servicer under Section 6.03 incurred prior to termination of the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current Agency acknowledges that its rating of any Class of the Certificates in effect immediately prior to the termination such assignment and delegation will not be qualified or reduced, as a result of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to Section 3.05, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to the Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the predecessor failure of the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Notwithstanding the foregoing, the parties hereto agree that the Master Servicer, in its capacity as successor servicer, immediately shall assume all of the obligations of the Servicer to make Advances and the Master Servicer will assume the other duties of the Servicer as soon as practicable, but in no event later than 90 days after the Master Servicer becomes successor servicer pursuant to the preceding paragraph. Notwithstanding the foregoing, the Master Servicer, in its capacity as successor servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. In the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, in the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall pay all reasonable out-of-pocket costs and expenses of a servicing transfer incurred by parties other than the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the terminated Servicer (except in the case where the Master Servicer in its role as successor servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor servicer and not by the predecessor Servicer’s actions or omissions), and if such predecessor costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the terminated Servicer defaults in its obligation to pay such costscosts and expenses, such costs the same shall be paid by the Trustsuccessor servicer or the Master Servicer, in which case the successor servicer or the Master Servicer, as applicable, shall be entitled to reimbursement therefor from the Trust Fund. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 3.13.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of the time the Servicer receives a notice of termination pursuant to Section 5.01, the Master Servicer (or other named successor) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 2.06. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation Servicer, to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b), as compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Master Servicer may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the Trust.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.01termination, the Master Servicer (or other named successor) shall be the successor in all respects to the Servicer in its capacity as servicer the Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer and arising thereafter shall be assumed by the terms and provisions hereof Master Servicer (except for any representations or shall appoint a successor pursuant to Section 2.06. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations warranties of the Servicer under this Agreement, (iithe responsibilities, duties and liabilities contained in Section 2.03 and the obligation to deposit amounts in respect of losses pursuant to Section 3.10(b)) by the terms and provisions hereof including, without limitation, the Servicer’s obligations to make P&I Advances pursuant to Section 5.03 of this Agreement; provided, however, that if the Master ServicerServicer is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, in its capacity as successor Servicer, then the Master Servicer shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision obligated to make P&I Advances pursuant to Section 5.03 of this Agreement Agreement; and provided further, that any failure to perform such duties or responsibilities caused by the Servicer’s failure to provide information required by Section 8.01 shall not be construed to require considered a default by the Master Servicer, acting in its capacity Servicer as successor to the Servicer hereunder; provided, however, that (1) it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 120 days) before the actual servicing functions can be fully transferred to the Master Servicer or any successor servicer appointed in its obligation accordance with the following provisions and (2) any failure to advance, expend perform such duties or risk its own funds or otherwise incur any financial liability in responsibilities caused by the performance Servicer’s failure to provide information required by Section 8.01 of its duties hereunder if it this Agreement shall have reasonable grounds for believing that such funds are non-recoverablenot be considered a default by the Master Servicer as successor to the Servicer. Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as the Servicing Fee and all funds relating to the Mortgage Loans to which the terminated Servicer would have been entitled if it had continued to hereunder if no such notice of termination had been givenact hereunder. Notwithstanding the aboveabove and subject to the immediately following paragraph, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, act promptly appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 Person that satisfies the eligibility criteria set forth below as the successor to the terminated Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the terminated Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior under this Agreement. Notwithstanding anything herein to the termination of contrary, in no event shall the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of Trustee or the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Servicer Servicing Fee or for any breach differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for herein. Any successor servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $25,000,000 and (iv) assume all the responsibilities, duties or liabilities of the Servicer (other than liabilities of any the Servicer hereunder incurred prior to termination of its representations or warranties contained herein or in any related document or agreement. Pending appointment of the Servicer under Section 8.01 herein) under this Agreement as if originally named as a successor party to the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the Trust.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.017.01 hereof, the Master Servicer (or other named successor) shall shall, to the extent provided in Section 3.04, be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make advances pursuant to Section 2.064.01. Notwithstanding the foregoingAs compensation therefor, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor subject to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance last paragraph of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b), as compensation therefor7.01, the Master Servicer shall be entitled to such all fees, compensation as and reimbursement for costs and expenses relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder if no such notice of termination the Servicer had been givencontinued to act hereunder. Notwithstanding the aboveforegoing, if the Master Servicer has become the successor to the Servicer in accordance with Section 7.01 hereof, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing mortgage loan servicing institution the appointment of which successor shall be approved by the NIMs Insurer and home finance institution having a net worth which does not adversely affect the then current rating of not less than $10,000,000 the Certificates by each Rating Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as . Any successor Servicer shall notbe an institution that is acceptable to the NIMs Insurer and is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, and that is willing to service the Mortgage Loans and executes and delivers to the Depositor, the Trustee and the Master Servicer an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer (other than liabilities of the Servicer under Section 6.03 hereof incurred prior to termination of the Servicer under Section 7.01), with like effect as evidenced in writing by if originally named as a party to this Agreement; and provided further that each Rating Agency, adversely affect the then current Agency acknowledges that its rating of any Class of the Certificates in effect immediately prior to the termination such assignment and delegation will not be qualified or reduced as a result of the terminated Servicersuch assignment and delegation. The No appointment of a successor to the Servicer hereunder shall be effective until the Master Servicer shall have consented thereto, prior written consent of the NIMs Insurer is obtained (provided, that such prior written consent shall not be required in the event that the Servicing Rights Pledgee or its designee is so appointed as Successor Servicer) and written notice of such proposed appointment shall have been provided by the Securities Administrator to each Certificateholder. The Master Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination resign as Servicer, nor shall any servicer until a successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementservicer has been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to Section 3.04 hereof, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer hereunder. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the predecessor failure of the Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such costschange of servicer and shall, during the term of its service as servicer maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 6.05. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), notwithstanding anything to the contrary above or anything to the contrary which may be set forth in Section 3.04, the Securities Administrator, the Trustee, the Master Servicer, the Depositor and the NIMS Insurer hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, or within 10 days of Securities Administrator's termination of the Servicer pursuant to Section 7.01 or 7.02, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer; provided that at the time of such appointment (i) the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth above in this Section 7.03 (provided that the consent and approval of the Securities Administrator, the Trustee, the Master Servicer, the Depositor and the NIMs Insurer shall be deemed to have been given to the Servicing Rights Pledgee or its designee, and if the Servicing Rights Pledgee and its designee are hereby agreed to be acceptable to the Securities Administrator, the Trustee, the Master Servicer, the Depositor and the NIMs Insurer) and (ii) the Servicing Rights Pledgee or such predecessor Servicer defaults in its obligation designee agrees to pay such costs, such costs shall be paid by subject to the Trustterms of this Agreement.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the a Servicer receives a notice of termination pursuant to Section 5.013.24 or Section 7.01, the Master Servicer (or other named successor) shall shall, subject to a transition period not to exceed 90 days for the transfer of actual servicing to the successor servicer, and subject to and to the extent provided in Section 3.05, be the successor in all respects to the such Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Servicer by the terms and provisions hereof and applicable law including the obligation to make P&I Advances, whether or shall appoint a successor not this 90 day transition period has elapsed, and after such transition period, if any, the obligation to make Servicing Advances pursuant to Section 2.063.24 or Section 7.01. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that such compensation as the terminated Servicer would have been entitled to charge to its Collection Account if such Servicer had continued to act hereunder including, if no such notice of termination had been givenServicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to its Collection Account and the Distribution Account which such Servicer would be entitled to receive. Notwithstanding the aboveforegoing, if the Master Servicer has become the successor to such Servicer in accordance with Section 7.01, (a) the Master Servicer shall have a period not to exceed 90 days to complete the transfer of servicing and all data and to correct or manipulate such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise enable the Master Servicer or other successor Servicer to service the Mortgage Loans in accordance with Accepted Servicing Practices and (b) the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01, if it is otherwise unable to so act or at the written request of Certificateholders entitled to actat least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer such servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such servicer hereunder. Any successor to such servicer shall be an institution which is a Fannie Mae and Freddie Mac approved servicer in good standing, which hax x xxt xxrth ox xx xxast $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer hereunderan agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated servicer (other than liabilities of such terminated servicer under Section 6.03 incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current Agency acknowledges that its rating of any Class of the Certificates in effect immediately prior to the termination such assignment and delegation will not be qualified or reduced, as a result of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to a servicer hereunder, the terminated Servicer hereunderMaster Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to Section 3.05, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the predecessor servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Neither the Master Servicer nor any other successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that a Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall be responsible for the servicing transfer, provide notices to the Mortgagors, arrange for and transfer the Servicing Transfer Costs Files to a successor Servicer, pay all of its own out-of-pocket costs and expenses at its own expense and pay all costs and expenses of all other parties hereto relating to the transfer of the related Servicing Files to a successor Servicer (excluding set-up costs and other administrative expenses of the successor Servicer), and in all other cases the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund. Such amounts payable by the terminated Servicer shall be paid by the predecessor terminated Servicer promptly upon presentation of reasonable documentation of such costs, and if such . If the Master Servicer is the predecessor Servicer defaults (except in the case where the Master Servicer in its obligation role as successor Servicer is being terminated pursuant to pay such costsSection 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the Trustprior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a Servicer as servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer is required to maintain pursuant to Section 3.13.

Master Servicer to Act; Appointment of Successor. (a) Within 90 100 days of the time the Servicer receives sends a notice of termination pursuant to clause (i) of Section 5.015.04, the Master Servicer (Servicer, or other named successor) successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, including but not limited to the provisions of Article V. Nothing in this Servicing Agreement shall be construed to permit or shall appoint a require the Master Servicer or any other successor pursuant servicer to Section 2.06. Notwithstanding the foregoing, (i) be responsible or accountable for any act or omission of the parties hereto agree that predecessor Servicer, (ii) require or obligate the Master Servicer, in its capacity as successor servicer, to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Servicer, immediately will assume all or (iv) be responsible for the representations and warranties of the obligations of the Servicer under this AgreementServicer, (ii) except as provided herein; provided, however, that the Master Servicer, in its capacity as successor Servicerservicer, shall be required to make Monthly Advances to the extent that the Servicer failed to make such Monthly Advances, to the extent such Monthly Advance is not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require determined by the Master Servicer, acting in its capacity as successor Servicer to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverablebe a Nonrecoverable Advance. Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Master Servicer may, if it shall be is unwilling so to actact as successor servicer, or shall, (ii) if it the Master Servicer is legally unable so to act, appoint, the Master Servicer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided. Pending appointment of a successor to the Servicer hereunder, howeverunless the Master Servicer is prohibited by law from so acting or is unwilling to act as such, that any such institution appointed as successor the Master Servicer shall notact in such capacity as hereinabove provided. In connection with such appointment and assumption, as evidenced the successor shall be entitled to receive compensation out of payments on Mortgage Loans in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior an amount equal to the termination of compensation which the terminated ServicerServicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Master Servicer and such successor shall agree). The appointment of a successor Servicer servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as ServicerServicer (including, without limitation, the obligation to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Master Servicer pursuant to Section 5.06), nor shall any successor Servicer servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the such Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs In connection with the termination or resignation of the Servicer hereunder, either (i) the successor servicer, including the Master Servicer if the Master Servicer is acting as successor servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture 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 MERS7 System to the successor servicer. The terminated Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The terminated Servicer shall 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 6.02. To the extent these fees and costs are not paid by the predecessor terminated Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costsare incurred by any successor servicer, such fees and costs shall will be paid reimbursable to the successor servicer by the Trust. The successor servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.018.01, the Master Servicer (or other named successor) shall be become the successor in all respects to the such Servicer in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed ninety (90) days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor hereof, and applicable law including the obligation to make Advances pursuant to Section 2.06. Notwithstanding the foregoingArticle V hereof, (i) the parties hereto agree except as otherwise provided herein; provided, however, that the Master Servicer, ’s obligation to make Advances in its capacity as successor Servicer, immediately will assume all of the obligations of the Successor Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts subject to such 90-day transition period and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor Servicer will make any Advance required to be made by the terminated Servicer in its obligation on the Distribution Date on which the terminated Servicer was required to advance, expend or risk its own funds or otherwise incur any financial liability in make such Advance. Effective on the performance date of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b)notice of termination, as compensation therefor, the Master Servicer shall be entitled to such compensation as all fees, costs and expenses relating to the Mortgage Loans that the terminated Servicer would have been entitled to hereunder if no it had continued to act hereunder, provided, however, that the Master Servicer shall not be (i) liable for any acts or omissions of the terminated Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law or determines that such notice Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of termination had been giventhe terminated Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the terminated Servicer. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI of this Agreement or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however. Any Successor Servicer shall (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that any such institution appointed has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of the Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer (other than any liabilities of the terminated Servicer hereof incurred prior to termination of the Servicer under Section 8.01), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall not, as evidenced have acknowledged in writing by each Rating Agency, adversely affect the then current that its rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the termination Master Servicer assumes the duties and responsibilities of the terminated Servicer. The appointment of a successor Servicer in accordance with this Section 8.02, the Master Servicer shall not affect any liability of the predecessor resign as servicer until a Successor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementhas been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided abovethat no such compensation shall be in excess of that permitted the terminated Servicer hereunder. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other Successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Master Servicer in connection with the termination of the Servicer, appointment of a Successor Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer or the Successor Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the predecessor terminated Servicer upon presentation of reasonable documentation as may be required herein shall be payable to the Master Servicer from the Distribution Account pursuant to Section 3.32. Any successor to the terminated Servicer as successor servicer under this Agreement shall give notice to the applicable Mortgagors of such costschange of servicer and shall, and if such predecessor during the term of its service as successor servicer maintain in force the policy or policies that the terminated Servicer defaults in its obligation is required to pay such costs, such costs shall be paid by the Trustmaintain pursuant to Section 3.05.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Master Servicer or a Servicer receives a notice of termination pursuant to Section 5.018.01 hereof or resigns pursuant to Section 7.04 hereof, subject to the provisions of Section 3.04 hereof, the Trustee (in the case of the Master Servicer) or the Master Servicer (or other named successor) in the case of a Servicer), shall be the successor in all respects to the Master Servicer or such Servicer, as applicable, in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer or such Servicer, as applicable, by the terms and provisions hereof hereof; provided that the Trustee or the Master Servicer, as applicable, shall appoint not be deemed to have made any representation or warranty as to any Mortgage Loan made by the Master Servicer or any Servicer, as applicable, and shall not effect any repurchases or substitutions of any Mortgage Loan; provided further, that it is understood and acknowledged by the parties hereto that there will be a full period of transition (not to exceed ninety (90) days) before the actual servicing functions of any Servicer can be fully transferred to Xxxxx Fargo as successor pursuant Servicer; provided further, that during such period of transition Xxxxx Fargo, as successor Servicer, shall continue to make all required Compensating Interest Payments and Advances. As compensation therefor, the Trustee or the Master Servicer, as applicable, shall be entitled to all funds relating to the Mortgage Loans that the Master Servicer or related Servicer (the “Replaced Servicer”) would have been entitled to charge to the related Collection Account if the Replaced Servicer had continued to act hereunder (except that the Replaced Servicer shall retain the right to be reimbursed for advances (including, without limitation, Advances and Servicing Advances) theretofore made by the Replaced Servicer with respect to which it would be entitled to be reimbursed as provided in Section 2.063.08 if it had not been so terminated or resigned). Notwithstanding the foregoing, (i) if the parties hereto agree that Trustee or the Master Servicer, in its capacity as applicable, has become the successor to a Replaced Servicer, immediately will assume all of in accordance with this Section 8.02, the obligations of the Servicer under this Agreement, (ii) Trustee or the Master Servicer, in its capacity as successor Servicerapplicable, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b), as compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth mortgage loan servicing institution, the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates, as the successor to the terminated Master Servicer or a Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that any or such institution appointed as successor Servicer shall notServicer, as evidenced in writing by each Rating Agencyapplicable, adversely affect the then current rating of any Class of Certificates immediately prior provided that such successor to the termination of Master Servicer or the terminated Servicer. The appointment of a successor Servicer , as applicable, shall not affect be deemed to have made any liability of representation or warranty as to any Mortgage Loan made by the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as or the related Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementas applicable. Pending appointment of a successor to the terminated Master Servicer or a Servicer, as applicable, hereunder, unless the Trustee or the Master Servicer Servicer, as applicable, unless such party is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided aboveherein. In connection with such appointment and assumption, the Trustee or the Master Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Replaced Servicer, hereunder. The Trustee or the Master Servicer Servicer, as applicable, and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither of the Trustee nor the Master Servicer nor any other successor servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by the predecessor failure of a Replaced Servicer upon presentation to deliver, or any delay in delivering, cash, documents or records to it. A Replaced Servicer that has been terminated shall, at the request of reasonable documentation the Master Servicer, but at the expense of such costsReplaced Servicer deliver to the assuming party all documents and records relating to the applicable Mortgage Loans and an accounting of amounts collected and held by it and otherwise use commercially reasonable efforts to effect the orderly and efficient transfer and assignment of such servicing, but only to the extent of the Mortgage Loans serviced thereunder, to the assuming party. Notwithstanding anything to the contrary contained herein, the termination of a Servicer under this Agreement shall not extend to any Sub-Servicer meeting the requirements of Section 3.02(a) and if otherwise servicing the related Mortgage Loans in accordance with the servicing provisions of this Agreement. The Master Servicer and each Servicer shall cooperate with the Trustee and the Trust Administrator and any successor servicer in effecting the termination of a Replaced Servicer’s responsibilities and rights hereunder, including without limitation, the transfer to such predecessor successor for administration by it of all cash amounts which shall at the time be credited by such Servicer defaults to the applicable Collection Account or thereafter received with respect to the Mortgage Loans. None of the Trustee, the Trust Administrator nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (a) the failure of the Master Servicer or any Servicer to (i) deliver, or any delay in delivering, cash, documents or records to it, or (ii) cooperate as required by this Agreement, or (b) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer or the related Servicer. Any successor to a Servicer as servicer shall during the term of its obligation service as servicer maintain in force the policy or policies that such Servicer is required to maintain pursuant to Section 3.09(b) hereof. If a Servicer that has been terminated fails to pay all costs related to the transition of servicing to the successor Servicer, the successor Servicer shall be entitled to reimbursement of those amounts from the Trust. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Master Servicer if it is acting as successor Servicer, shall represent and warrant that it or its affiliate is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the related Mortgage Loans that are registered with MERS, or (ii) the Replaced Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such costsother 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® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the Replaced Servicer). The Replaced Servicer shall file or cause to be paid filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee, or the Custodian on its behalf, promptly upon receipt of the original with evidence of recording thereon or a copy certified by the Trustpublic recording office in which such assignment was recorded.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.018.01, the Master Servicer (or other named successor) shall be become the successor in all respects to the such Servicer in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor hereof, and applicable law including the obligation to make Advances pursuant to Section 2.06. Notwithstanding the foregoingArticle V hereof, (i) the parties hereto agree except as otherwise provided herein; provided, however, that the Master Servicer, ’s obligation to make Advances in its capacity as successor Servicer, immediately will assume all of the obligations of the Successor Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts subject to such 90 day transition period and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor Servicer will make any Advance required to be made by the terminated Servicer in its obligation on the Distribution Date on which the terminated Servicer was required to advance, expend or risk its own funds or otherwise incur any financial liability in make such Advance. Effective on the performance date of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b)notice of termination, as compensation therefor, the Master Servicer shall be entitled to such compensation as all fees, costs and expenses relating to the Mortgage Loans that the terminated Servicer would have been entitled to hereunder if no it had continued to act hereunder, provided, however, that the Master Servicer shall not be (i) liable for any acts or omissions of the terminated Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law or determines that such notice Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of termination had been giventhe terminated Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the terminated Servicer. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI of this Agreement or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however. Any Successor Servicer shall (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that any such institution appointed has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of the Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer (other than any liabilities of the terminated Servicer hereof incurred prior to termination of the Servicer under Section 8.01), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall not, as evidenced have acknowledged in writing by each Rating Agency, adversely affect the then current that its rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the termination Master Servicer assumes the duties and responsibilities of the terminated Servicer. The appointment of a successor Servicer in accordance with this Section 8.02, the Master Servicer shall not affect any liability of the predecessor resign as servicer until a Successor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementhas been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided abovethat no such compensation shall be in excess of that permitted the terminated Servicer hereunder. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other Successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Master Servicer in connection with the termination of the Servicer, appointment of a Successor Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer or the Successor Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the predecessor terminated Servicer upon presentation of reasonable documentation as may be required herein shall be payable to the Master Servicer from the Distribution Account pursuant to Section 3.32. Any successor to the terminated Servicer as successor servicer under this Agreement shall give notice to the applicable Mortgagors of such costschange of servicer and shall, and if such predecessor during the term of its service as successor servicer maintain in force the policy or policies that the terminated Servicer defaults in its obligation is required to pay such costs, such costs shall be paid by the Trustmaintain pursuant to Section 3.05.

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make Monthly (or shall appoint a successor P&I) Advances or Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly (or P&I) Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Group I Mortgage Loans and Group II Mortgage Loans, respectively) such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly (or P&I) Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Xxxxxx Xxx and Freddie Mac approved seller/servicer in good standing and acceptable to the NIM Insurer in its reasonable discretion, which has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Master Servicer or a Servicer receives a notice of termination pursuant to Section 5.018.01 hereof or resigns pursuant to Section 7.04 hereof, subject to the provisions of Sections 3.04 and Section 8.01 hereof, the Trustee (in the case of the Master Servicer), the Master Servicer (in the case of a Servicer other than Banco Popular or other named successorR&G Mortgage), the Back-up Servicer (in the case of R&G Mortgage) and SPS (in the case of Banco Popular), shall be the successor in all respects to the Master Servicer or such Servicer, as applicable, in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer or such Servicer, as applicable, by the terms and provisions hereof hereof; provided that the Trustee, the Back-up Servicer or the Master Servicer, as applicable, shall appoint not be deemed to have made any representation or warranty as to any Mortgage Loan made by the Master Servicer or any Servicer, as applicable, and shall not effect any repurchases or substitutions of any Mortgage Loan; provided further, that it is understood and acknowledged by the parties hereto that there will be a full period of transition (with respect to Banco Popular as successor pursuant Servicer, not to exceed forty-five (45) calendar days and with respect to any other party as successor Servicer, not to exceed ninety (90) days) before the actual servicing functions of any Servicer can be fully transferred to the applicable successor Servicer; provided further, that during such period of transition the Master Servicer, if any Servicer other than Banco Popular is the Replaced Servicer, and SPS, if Banco Popular is the Replaced Servicer, shall continue to make all required Compensating Interest Payments and Advances as provided in Section 2.068.01. As compensation therefor, the Trustee, the Back-up Servicer or the Master Servicer, as applicable, shall be entitled to all funds relating to the Mortgage Loans that the Master Servicer or related Servicer (the “Replaced Servicer”) would have been entitled to charge to the related Collection Account if the Replaced Servicer had continued to act hereunder (except that the Replaced Servicer shall retain the right to be reimbursed for advances (including, without limitation, Advances and Servicing Advances) theretofore made by the Replaced Servicer with respect to which it would be entitled to be reimbursed as provided in Section 3.08 if it had not been so terminated or resigned). Notwithstanding the foregoing, if the Trustee has become successor to the Master Servicer or if SPS (i) as successor Servicer to Banco Popular), the parties hereto agree that Back-up Servicer or the Master Servicer, in its capacity as applicable, has become the successor to a Replaced Servicer, immediately will assume all of in accordance with this Section 8.02, the obligations of Trustee, SPS, the Back-up Servicer under this Agreement, (ii) or the Master Servicer, in its capacity as successor Servicerapplicable, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b), as compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth mortgage loan servicing institution, the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates, as the successor to the terminated Master Servicer or a Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that any or such institution appointed as successor Servicer shall notServicer, as evidenced in writing by each Rating Agencyapplicable, adversely affect the then current rating of any Class of Certificates immediately prior provided that such successor to the termination of Master Servicer or the terminated Servicer. The appointment of a successor Servicer , as applicable, shall not affect be deemed to have made any liability of representation or warranty as to any Mortgage Loan made by the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as or the related Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementas applicable. Pending appointment of a successor to the terminated Master Servicer or a Servicer, as applicable, hereunder, unless the Trustee, SPS, the Back-up Servicer or the Master Servicer Servicer, as applicable, unless such party is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided aboveherein. In connection with such appointment and assumption, the Trustee, SPS, the Back-up Servicer or the Master Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Replaced Servicer, hereunder. The Trustee, SPS, the Back-up Servicer or the Master Servicer Servicer, as applicable, and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs None of the Trustee, SPS, the Back-up Servicer or the Master Servicer nor any other successor servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by the predecessor failure of a Replaced Servicer upon presentation to deliver, or any delay in delivering, cash, documents or records to it. A Replaced Servicer that has been terminated shall, at the request of reasonable documentation the Trustee, SPS, the Back-up Servicer or the Master Servicer, as applicable, but at the expense of such costsReplaced Servicer deliver to the assuming party all documents and records relating to the applicable Mortgage Loans and an accounting of amounts collected and held by it and otherwise use commercially reasonable efforts to effect the orderly and efficient transfer and assignment of such servicing, but only to the extent of the Mortgage Loans serviced thereunder, to the assuming party. Notwithstanding anything to the contrary contained herein, the termination of a Servicer under this Agreement shall not extend to any Sub-Servicer meeting the requirements of Section 3.02(a) and if otherwise servicing the related Mortgage Loans in accordance with the servicing provisions of this Agreement. The Master Servicer and each Servicer shall cooperate with the Trustee and the Trust Administrator and any successor servicer in effecting the termination of a Replaced Servicer’s responsibilities and rights hereunder, including without limitation, the transfer to such predecessor successor for administration by it of all cash amounts which shall at the time be credited by such Servicer defaults to the applicable Collection Account or thereafter received with respect to the Mortgage Loans. None of the Trustee, the Trust Administrator nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (a) the failure of the Master Servicer or any Servicer to (i) deliver, or any delay in delivering, cash, documents or records to it, or (ii) cooperate as required by this Agreement, or (b) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer or the related Servicer. Any successor to a Servicer as servicer shall during the term of its obligation service as servicer maintain in force the policy or policies that such Servicer is required to maintain pursuant to Section 3.09(b) hereof. If a Servicer that has been terminated fails to pay all costs related to the transition of servicing to the successor Servicer, the successor Servicer shall be entitled to reimbursement of those amounts from the Trust. Upon written notice from the Master Servicer, Banco Popular, as successor Servicer to R&G Mortgage shall reimburse the Master Servicer for all Advances made by the Master Servicer with respect to the R&G Serviced Mortgage Loans after any termination of R&G Mortgage pursuant to an Event of Default and prior to the assumption of servicing of the R&G Serviced Mortgage Loans by Banco Popular. If Banco Popular fails to pay such costsamount to the Master Servicer within thirty (30) days of such notice, the Master Servicer shall be entitled to reimbursement of those amounts in full on the next succeeding Distribution Date from the Trust provided that any amounts so reimbursed from the Trust shall not be deemed to be a portion of the indemnity payments available to the Master Servicer under Section 3.14(c) or the Trust Administrator under Section 10.05. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Back-up Servicer or Master Servicer if any of such parties is acting as successor Servicer, shall represent and warrant that it or its affiliate is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the related Mortgage Loans that are registered with MERS, or (ii) the Replaced Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to 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® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the Replaced Servicer). The Replaced Servicer shall file or cause to be paid filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee, or the Custodian on its behalf, promptly upon receipt of the original with evidence of recording thereon or a copy certified by the Trustpublic recording office in which such assignment was recorded.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Master Servicer receives a notice of termination pursuant to Section 8.01 hereof, the Master Servicer resigns pursuant to Section 7.04 hereof or the Servicer receives a notice of termination pursuant to the Servicing Agreement or Section 5.018.01 hereof, subject to the provisions of Section 3.04 hereof, the Trustee (in the case of the Master Servicer), or the Master Servicer (or other named successor) in the case of the Servicer), shall be the successor in all respects to the Master Servicer or the Servicer, as applicable, in its capacity as servicer Master Servicer or Servicer under this Agreement and with respect to the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer or the Servicer, as applicable, by the terms and provisions hereof hereof, provided that Trustee or the Master Servicer, as applicable, shall appoint not be deemed to have made any representation or warranty as to any Mortgage Loan made by the Master Servicer or the Servicer, as applicable, and shall not effect any repurchases or substitutions of any Mortgage Loan; and provided, further, that it is understood and acknowledged by the parties hereto that there will be a full period of transition (not to exceed ninety (90) days) before the actual servicing functions of the Servicer can be fully transferred to Xxxxx Fargo as successor pursuant Servicer and that during such period of transition Xxxxx Fargo, as successor Servicer, shall continue to Section 2.06make all required Compensating Interest Payments and Advances. As compensation therefor, the Trustee or the Master Servicer, as applicable, shall be entitled to all funds relating to the Mortgage Loans that the Master Servicer or the Servicer (the “Replaced Servicer”) would have been entitled to charge to the related Custodial Account if the Replaced Servicer had continued to act hereunder (except that the Replaced Servicer shall retain the right to be reimbursed for advances (including without limitation Advances and Servicing Advances) theretofore made by the Replaced Servicer with respect to which it would be entitled to be reimbursed as provided in the Servicing Agreement if it had not been so terminated or resigned). Notwithstanding the foregoing, (i) if the parties hereto agree that Trustee or the Master Servicer, as applicable, has become the successor to a Replaced Servicer in its capacity as successor Serviceraccordance with this Section 8.02, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) Trustee or the Master Servicer, in its capacity as successor Servicerapplicable, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b), as compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth mortgage loan servicing institution, the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates, as the successor to the terminated Master Servicer or the Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall notor the Servicer, as evidenced in writing by each Rating Agencyapplicable, adversely affect the then current rating of any Class of Certificates immediately prior provided that such successor to the termination of Master Servicer or the terminated Servicer. The appointment of a successor Servicer , as applicable, shall not affect be deemed to have made any liability of representation or warranty as to any Mortgage Loan made by the predecessor Master Servicer which may have arisen under this Agreement prior to its termination as or the Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementas applicable. Pending appointment of a successor to the terminated Master Servicer or Servicer, as applicable, hereunder, unless the Trustee or the Master Servicer Servicer, as applicable, unless such party is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided aboveherein. In connection with such appointment and assumption, the Trustee or the Master Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Replaced Servicer hereunder. The Trustee or the Master Servicer Servicer, as applicable, and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs None of the Trustee, the Master Servicer nor any other successor master servicer or servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by the predecessor failure of a Replaced Servicer upon presentation to deliver, or any delay in delivering, cash, documents or records to it. A Replaced Servicer that has been terminated shall, at the request of reasonable documentation the Trustee or the Master Servicer, as applicable, but at the expense of such costsReplaced Servicer deliver to the assuming party all documents and records relating to the applicable Mortgage Loans and an accounting of amounts collected and held by it and otherwise use commercially reasonable efforts to effect the orderly and efficient transfer and assignment of such servicing, but only to the extent of the Mortgage Loans serviced thereunder, to the assuming party. Notwithstanding anything to the contrary contained herein, the termination of the Servicer under this Agreement shall not extend to any Sub-Servicer meeting the requirements of this Agreement and the Servicing Agreement and otherwise servicing the related Mortgage Loans in accordance with the servicing provisions of this Agreement and the Servicing Agreement. The Master Servicer and the Servicer shall cooperate with the Trustee and the Master Servicer, as applicable, and if any other successor master servicer or servicer in effecting the termination of a Replaced Servicer’s responsibilities and rights hereunder, including without limitation the transfer to such predecessor successor for administration by it of all cash amounts that shall at the time be credited by such Servicer defaults to the applicable Custodial Account or thereafter received with respect to the Mortgage Loans. Neither the Trustee, the Master Servicer nor any other successor master servicer or servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, the distribution hereunder or any portion thereof caused by (a) the failure of the Replaced Servicer to (i) deliver, or any delay in delivering, documents or records to it, or (ii) cooperate as required by this Agreement or (b) restrictions imposed by any regulatory authority having jurisdiction over the Replaced Servicer. The Master Servicer shall require that any successor to the Servicer as servicer shall during the term of its obligation service as servicer maintain in force the policy or policies that the Servicer is required to maintain pursuant to the Servicing Agreement. If the Replaced Servicer fails to pay all costs related to the transition of servicing to the successor Master Servicer or Servicer, the successor Master Servicer or Servicer shall be entitled to reimbursement of those amounts from the Trust. In connection with the termination or resignation of the Servicer hereunder or under the Servicing Agreement, either (i) the successor Servicer, including the Master Servicer if it is acting as successor Servicer, shall represent and warrant that it or its affiliate is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the related Mortgage Loans that are registered with MERS, or (ii) the Replaced Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such costsother 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® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the Replaced Servicer). The Replaced Servicer shall file or cause to be paid filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Custodian on behalf of the Trustee, promptly upon receipt of the original with evidence of recording thereon or a copy certified by the Trustpublic recording office in which such assignment was recorded.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days The Master Servicer or the Trustee (as successor master servicer), as applicable, shall be entitled to terminate the rights and obligations of any Servicer under the time applicable Servicing Agreement in accordance with the terms and conditions of such Servicing Agreement and without any limitation by virtue of this Agreement. Upon termination of a Servicer receives a notice of termination pursuant to Section 5.01under the applicable Servicing Agreement, the Master Servicer or the Trustee (as successor master servicer), as applicable, shall, subject to the rights of the Master Servicer or other named successor) shall the Trustee (as successor master servicer), as applicable, to appoint a successor servicer pursuant to this Section 7.01, be the successor in all respects to the such Servicer in its capacity as servicer under this Agreement and the transactions set forth applicable Servicing Agreement, provided, however, that the Master Servicer or provided the Trustee (as successor master servicer), as applicable, shall not be (i) liable for herein and shall be subject losses of the predecessor Servicer with respect to all the responsibilitiessuch predecessor’s investment of funds in its Collection Account; (ii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof including but not limited to repurchases or shall appoint a successor substitutions pursuant to Section 2.062.03, (iii) responsible for expenses of the predecessor servicer related to any repurchase or substitution of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iv) deemed to have made any of the representations and warranties of the terminated Servicer under the applicable Servicing Agreement or (v) liable for any obligations of the predecessor Servicer incurred prior to its termination. It is understood and acknowledged by the parties hereto that there will be a period of transition before the transfer of servicing obligations is fully effective. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity Servicer or the Trustee (as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(bmaster servicer), as compensation thereforapplicable, will have a period (not to exceed 90 days) to complete the transfer of all servicing data and correct or manipulate such servicing data as may be required by the Master Servicer or the Trustee (as successor master servicer), as applicable, to correct any errors or insufficiencies in the servicing data or otherwise enable the Master Servicer or the Trustee (as successor master servicer), as applicable, to service the Mortgage Loans in accordance with the applicable Servicing Agreement. Except as provided in Section 7.01(c) below, the Master Servicer or the Trustee (as successor master servicer), as applicable, shall be entitled to be reimbursed from each Servicer (or by the Trust Fund, if such Servicer is unable to fulfill such obligation) for all costs associated with the transfer of servicing from the predecessor servicer, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data, as may be required by the Master Servicer or the Trustee (as successor master servicer), as applicable, to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer or the Trustee (as successor master servicer), as applicable, to service the Mortgage Loans properly and effectively. As compensation in its role as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the abovesuccessor servicer, the Master Servicer or the Trustee (as successor master servicer), as applicable, shall be entitled to the applicable Servicing Fee and any income on investments or gain related to the related Collection Account. Notwithstanding the foregoing, if the Master Servicer or the Trustee (as successor master servicer), as applicable, has become the successor to a Servicer pursuant to an Event of Default, the Master Servicer or the Trustee (as successor master servicer), as applicable, may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to the applicable Servicing Agreement, if it is otherwise unable to so act, or at the written request of Certificateholders entitled to actat least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer thereunder. Any successor to a Servicer shall be an institution which is willing to service the Mortgage Loans and which executes and delivers to the Depositor, the Master Servicer hereunderand the Trustee (as successor master servicer) an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the applicable Servicer (other than liabilities of the predecessor servicer incurred prior to its termination), with like effect as if originally named as a party to such Servicing Agreement; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current Agency acknowledges that its rating of any Class of the Certificates in effect immediately prior to the termination such assignment and delegation will not be qualified or reduced, as a result of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunderunder any Servicing Agreement, unless the Master Servicer or the Trustee (as successor master servicer), as applicable, unless such party is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer or the Trustee (as successor master servicer), as applicable, may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree in accordance with the applicable Servicing Agreement; provided, however, that no such compensation shall be in excess of the applicable Servicing Fee and any income on investments or gain related to the related Collection Account. The Master Servicer or the Trustee (as successor master servicer), as applicable, and such successor servicer shall take such action, consistent with this Agreement and the applicable Servicing Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor the Trustee (as successor master servicer) shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the predecessor failure of any Servicer upon presentation of reasonable documentation of such coststo deliver or provide, and if such predecessor Servicer defaults or any delay in its obligation delivering or providing, any cash, information, documents or records to pay such costs, such costs shall be paid by the Trustit.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of From the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 5.016.01, the Master Servicer (or such other named successorsuccessor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement (the “Successor Servicer”) and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 2.06arising on and after its succession. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreementto make Advances subject to Section 4.01. Notwithstanding the foregoing, (ii) the Master Servicer, in its capacity as successor Servicer, Successor Servicer shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts efforts. It is understood and agreed by the parties hereto that there will be a period of transition (iiinot to exceed 90 days) under no circumstances shall any provision before the transition of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverableservicing obligations is fully effective. Subject to Section 5.02(b), as As compensation therefor, the Master Successor Servicer shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, the Master Servicer may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor the Successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as ServicerServicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Successor Servicer pursuant to Section 3.06, nor shall any successor Successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the such Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated The Successor Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the Successor Servicer (in which case the Successor Servicer shall be entitled to reimbursement therefor from the assets of the Trust). Notwithstanding the above, (a) if the Master Servicer is to act as successor servicer and is legally unable so to act, the Indenture Trustee shall act as Successor Servicer and (b) if the Indenture Trustee is to act as successor servicer and (i) if the Indenture Trustee is unwilling to act as Successor Servicer or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee).

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or shall appoint a successor Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans) such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Fannie Mae and Freddie Mac approved seller/servicer in good standxxx, xhxxx has x xxx xorth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.017.01 or Section 7.02 hereof, the Master Servicer (or other named successor) shall shall, to the extent provided in Section 3.04, be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make advances pursuant to Section 2.064.01. Notwithstanding the foregoingAs compensation therefor, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor subject to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance last paragraph of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b), as compensation therefor7.01 and Section 7.02, the Master Servicer shall be entitled to such all fees, compensation as and reimbursement for costs and expenses relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder if no such notice of termination the Servicer had been givencontinued to act hereunder. Notwithstanding the aboveforegoing, if the Master Servicer has become the successor to the Servicer in accordance with Section 7.01 and Section 7.02 hereof, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing mortgage loan servicing institution the appointment of which successor shall be approved by the NIMs Insurer and home finance institution having a net worth which does not adversely affect the then current rating of not less than $10,000,000 the Certificates by each Rating Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as . Any successor Servicer shall notbe an institution that is acceptable to the NIMs Insurer and is a Fannie Mae and Freddie Mac approved seller/servicer in good standing, xxxx xax x net xxxxx xf at least $15,000,000, and that is willing to service the Mortgage Loans and executes and delivers to the Depositor, the Trustee and the Master Servicer an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer (other than liabilities of the Servicer under Section 6.03 hereof incurred prior to termination of the Servicer under Section 7.01 or Section 7.02), with like effect as evidenced in writing by if originally named as a party to this Agreement; and provided further that each Rating Agency, adversely affect the then current Agency acknowledges that its rating of any Class of the Certificates in effect immediately prior to the termination such assignment and delegation will not be qualified or reduced as a result of the terminated Servicersuch assignment and delegation. The No appointment of a successor to the Servicer hereunder shall be effective until the Master Servicer shall have consented thereto, prior written consent of the NIMs Insurer is obtained (provided, that such prior written consent shall not be required in the event that the Servicing Rights Pledgee or its designee is so appointed as Successor Servicer) and written notice of such proposed appointment shall have been provided by the Securities Administrator to each Certificateholder. The Master Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination resign as Servicer, nor shall any servicer until a successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementservicer has been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to Section 3.04 hereof, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer hereunder. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the predecessor failure of the Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such costschange of servicer and shall, during the term of its service as servicer maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 6.05. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), notwithstanding anything to the contrary above or anything to the contrary which may be set forth in Section 3.04, the Securities Administrator, the Trustee, the Master Servicer, the Depositor and the NIMS Insurer hereby agree that within 10 Business Days of delivery to the Master Servicer by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, or within 10 days of Securities Administrator's termination of the Servicer pursuant to Section 7.01 or 7.02, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer; provided that at the time of such appointment (i) the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth above in this Section 7.03, including acknowledgment by the Rating Agencies, (provided that the consent and approval of the Securities Administrator, the Trustee, the Master Servicer, the Depositor and the NIMs Insurer shall be deemed to have been given to the Servicing Rights Pledgee or its designee, and if the Servicing Rights Pledgee and its designee are hereby agreed to be acceptable to the Securities Administrator, the Trustee, the Master Servicer, the Depositor and the NIMs Insurer) and (ii) the Servicing Rights Pledgee or such predecessor Servicer defaults in its obligation designee agrees to pay such costs, such costs shall be paid by subject to the Trustterms of this Agreement.

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or shall appoint a successor Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans, as applicable) such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Xxxxxx Xxx and Freddie Mac approved seller/servicer in good standing and acceptable to the NIM Insurer in its reasonable discretion, which has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or shall appoint a successor Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans) such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Fannie Mae and Freddie Mac approved seller/servicer in good standixx, xxixx has a xxx xxrth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time Master Servicer gives, and the applicable Servicer receives receives, a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or shall appoint a successor Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans,) such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Fannie Mae- and Freddie Mac-approved seller/servicer in good standing, xxxxx hxx a net xxxxx xf at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.013.25 or Section 7.01, the Master Servicer or the Trustee (as successor Master Servicer), as applicable, shall, subject to and to the extent provided in Section 3.05, and subject to the rights of the Master Servicer or other named successor) shall the Trustee(as successor Master Servicer), as applicable, to appoint a successor servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor and applicable law, including the obligation to make P&I Advances and Servicing Advances pursuant to Section 2.063.25 or Section 7.01. It is understood and acknowledged by the parties hereto that there will be a period of transition before the transfer of servicing obligations is fully effective. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity Servicer or the Trustee (as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b), as applicable, will have a period (not to exceed 90 days) to complete the transfer of all servicing data and correct or manipulate such servicing data as may be required by the Master Servicer or the Trustee (as successor Master Servicer), as applicable, to correct any errors or insufficiencies in the servicing data or otherwise enable the Master Servicer or the Trustee (as successor Master Servicer), as applicable, to service the Mortgage Loans in accordance with Accepted Servicing Practices. As compensation therefor, the Master Servicer or the Trustee (as successor Master Servicer), as applicable, shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act hereunder including, if no such notice of termination had been giventhe Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account which the Servicer would be entitled to receive. Notwithstanding the aboveforegoing, if the Master Servicer or the Trustee (as successor Master Servicer), as applicable, has become the successor to the Servicer in accordance with Section 7.01, the Master Servicer or the Trustee (as successor Master Servicer), as applicable, may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01, if it is otherwise unable to so act, or at the written request of Certificateholders entitled to actat least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Any successor to the Servicer shall make the covenant set forth in Section 6.02(b). Any successor to the Servicer shall be an institution which is willing to service the Mortgage Loans and which executes and delivers to the Depositor, the Master Servicer and the Trustee (as successor Master Servicer) an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer (other than liabilities of the Servicer under Section 6.03 incurred prior to termination of the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current Agency acknowledges that its rating of any Class of the Certificates in effect immediately prior to the termination such assignment and delegation will not be qualified or reduced, as a result of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated Servicer hereunder, unless the Master Servicer or the Trustee (as successor Master Servicer), as applicable, unless such party is prohibited by law from so acting, the Master Servicer shall shall, subject to Section 3.05, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer or the Trustee (as successor Master Servicer), as applicable, may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer or the Trustee (as successor Master Servicer), as applicable, and such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer, the Trustee (as successor Master Servicer), nor any other successor to the Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the predecessor failure of the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Notwithstanding the foregoing, the parties hereto agree that the Master Servicer or the Trustee (as successor Master Servicer), as applicable, in its capacity as successor servicer, immediately shall assume all of the obligations of the Servicer to make Advances and the Master Servicer or the Trustee(as successor Master Servicer), as applicable, will assume the other duties of the Servicer as soon as practicable, but in no event later than 90 days after the Master Servicer or the Trustee (as successor Master Servicer), as applicable, becomes successor servicer pursuant to the preceding paragraph. Notwithstanding the foregoing, the Master Servicer or the Trustee (as successor Master Servicer), as applicable, in its capacity as successor servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts; provided, however, that any failure to perform any duties or responsibilities caused by the Servicer’s failure to provide information required by this Agreement shall not be considered a default by the Trustee (as successor Master Servicer) hereunder. In the Trustee’s capacity as such successor, the Trustee (as successor Master Servicer) shall have the same limitations on liability herein granted to the Servicer. In the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, in the event that the Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall pay all reasonable out-of-pocket costs and expenses of a servicing transfer incurred by parties other than the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer or the Trustee (as successor Master Servicer), as applicable, is the terminated Servicer (except in the case where the Master Servicer in its role as successor servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor servicer and if not by the predecessor Servicer’s actions or omissions), such predecessor costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the terminated Servicer defaults in its obligation to pay such costscosts and expenses, such costs the same shall be paid by the Trustsuccessor servicer, the Master Servicer or the Trustee (as successor Master Servicer), in which case the successor servicer, the Master Servicer or the Trustee (as successor Master Servicer), as applicable, shall be entitled to reimbursement therefor from the Trust Fund. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 3.13.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.01termination, the Master Servicer (or other named successor) shall be the successor in all respects to the Servicer in its capacity as servicer the Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer and arising thereafter shall be assumed by the terms and provisions hereof Master Servicer (except for any representations or shall appoint a successor pursuant to Section 2.06. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations warranties of the Servicer under this Agreement, (iithe responsibilities, duties and liabilities contained in Section 2.03 and the obligation to deposit amounts in respect of losses pursuant to Section 3.10(b)) by the terms and provisions hereof including, without limitation, the Servicer’s obligations to make P&I Advances pursuant to Section 5.03 of this Agreement; provided, however, that if the Master ServicerServicer is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, in its capacity as successor Servicer, then the Master Servicer shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision obligated to make P&I Advances pursuant to Section 5.03 of this Agreement Agreement; and provided further, that any failure to perform such duties or responsibilities caused by the Servicer’s failure to provide information required by Section 8.01 shall not be construed to require considered a default by the Master Servicer, acting in its capacity Servicer as successor to the Servicer hereunder; provided, however, that (1) it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed [___] days) before the actual servicing functions can be fully transferred to the Master Servicer or any successor servicer appointed in its obligation accordance with the following provisions and (2) any failure to advance, expend perform such duties or risk its own funds or otherwise incur any financial liability in responsibilities caused by the performance Servicer’s failure to provide information required by Section 8.01 of its duties hereunder if it this Agreement shall have reasonable grounds for believing that such funds are non-recoverablenot be considered a default by the Master Servicer as successor to the Servicer. Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as the Servicing Fee and all funds relating to the Mortgage Loans to which the terminated Servicer would have been entitled if it had continued to hereunder if no such notice of termination had been givenact hereunder. Notwithstanding the aboveabove and subject to the immediately following paragraph, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, act promptly appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 Person that satisfies the eligibility criteria set forth below as the successor to the terminated Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the terminated Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior under this Agreement. Notwithstanding anything herein to the termination of contrary, in no event shall the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of Trustee or the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Servicer Servicing Fee or for any breach differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for herein. Any successor servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $[____________] and (iv) assume all the responsibilities, duties or liabilities of the Servicer (other than liabilities of any the Servicer hereunder incurred prior to termination of its representations or warranties contained herein or in any related document or agreement. Pending appointment of the Servicer under Section 8.01 herein) under this Agreement as if originally named as a successor party to the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the Trust.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time date on which the Servicer receives a notice of termination pursuant to Section 5.017.01, subject to the terms of this Section 7.02, the Master Servicer (or other named successor) shall be the successor in all respects to the Servicer in its capacity as the servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer by the terms and provisions hereof (except for any representations or shall appoint a successor pursuant to Section 2.06. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations warranties of the Servicer under this Agreement, (iiincluding but not limited to the representations and warranties in Section 2.05 hereof, the responsibilities, duties and liabilities contained in Section 2.03(b) and its obligation to deposit amounts in respect of losses pursuant to Section 4.08 of the Servicing Agreement) by the terms and provisions hereof including, without limitation, the Servicer’s obligations to make Advances pursuant to Section 4.03, which the Master ServicerServicer shall make beginning with the Distribution Date for which the Servicer has failed to make such Advance; provided, in its capacity as successor Servicerhowever, that if the Master Servicer is prohibited by law or regulation from obligating itself to make advances regarding Delinquent Mortgage Loans, then the Master Servicer shall not be responsible for obligated to make Advances pursuant to Section 4.03; and provided further, that any failure to perform such duties or responsibilities caused by the lack of Servicer’s failure to provide information and/or documents that it canrequired by Section 7.01 shall not obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require considered a default by the Master Servicer, acting in its capacity Servicer as successor to the Servicer in its obligation hereunder; provided, however, it is understood and acknowledged by the parties that there will be a period of transition (not to advanceexceed 90 days from the date on which the Servicer receives such notice of termination) before the servicing transfer is fully effected, expend or risk its own funds or otherwise incur during which time the terminated Servicer shall continue all servicing (other than making any financial liability in required Advance, which the performance Master Servicer shall be required to do, subject to the limitations of its duties hereunder this sentence) of the Mortgage Loans. Notwithstanding the above, subject to the other provisions of this Section 7.02, the Master Servicer shall, if it shall have reasonable grounds for believing that such funds are non-recoverableis unable to so act or if it is prohibited by law from making advances regarding Delinquent Mortgage Loans, or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee or the Depositor, promptly appoint or petition a court of competent jurisdiction to appoint a successor servicer meeting the requirements described below. Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicing Fee and all funds relating to the Mortgage Loans to which the Servicer would have been entitled if it had continued to act hereunder if no such notice of (other than amounts which were due or would become due to the Servicer prior to its termination had been givenor resignation). Notwithstanding the above, All compensation due to the Master Servicer may, if it for acting as Servicer shall be unwilling so in addition to act, or shall, if all other compensation it is legally unable so entitled to actas Master Servicer under this Agreement. Notwithstanding anything herein to the contrary, appointin no event shall the Master Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for herein. Any successor servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor servicer would not result in the reduction or petition a court withdrawal of competent jurisdiction to appointthe then current ratings of any outstanding Class of Certificates, any established housing and home finance institution having (iii) have a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of 15,000,000 and (iv) assume all or any part of the responsibilities, duties or liabilities of the Servicer (other than liabilities of the Servicer hereunder incurred prior to termination of the Servicer under Section 7.01 herein) under this Agreement as if originally named as a party to this Agreement. No appointment of a successor to the Servicer under this Agreement shall be effective until the assumption by the successor of all of the Servicer’s responsibilities, duties and liabilities (other than liabilities of the Servicer hereunder incurred prior to termination of the Servicer under Section 7.01 herein) hereunder. In connection with such appointment and assumption of a successor servicer as described herein, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that any no such institution appointed compensation shall be in excess of that permitted the Servicer as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicersuch hereunder. The appointment of a successor Servicer shall not affect any liability of Depositor, the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so actingTrustee, the Master Servicer shall act in such capacity as provided above. The Master Servicer Servicer, the Securities Administrator and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Pending appointment of a successor to the defaulting Servicer under this Agreement and after the transition period, the Master Servicer shall act in such capacity as hereinabove provided. Upon removal or resignation of the Servicer, the Master Servicer, with the cooperation of the Depositor and the Trustee, (x) shall use commercially reasonable efforts to solicit bids for a successor servicer as described below and (y) pending the appointment of a successor servicer as a result of soliciting such bids, shall serve as Servicer of the Mortgage Loans serviced by such predecessor Servicer after the expiration of the transition period. The Master Servicer may solicit bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above (including the Master Servicer or any Affiliate thereof). Such successor servicer shall be entitled to the servicing compensation agreed upon among the Master Servicer, the successor servicer and the Depositor; provided, however, that no such fee shall exceed the Servicing Transfer Costs Fee. The Master Servicer upon receipt of any purchase price from the successor servicer in connection with the transfer of the servicing rights shall pay such purchase price to the Servicer being so removed, after deducting from any sum received by the Master Servicer from the successor to the Servicer in respect of such sale, transfer and assignment all costs and expenses of any sale, transfer and assignment of the servicing rights and responsibilities reasonably incurred hereunder. After such deductions, the remainder of such sum shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation to the defaulting Servicer at the time of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the Trustsale.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the a Servicer receives a notice of termination pursuant to Section 5.013.24 or Section 7.01, the Master Servicer (or other named successor) shall shall, subject to a transition period not to exceed 90 days for the transfer of actual servicing to the successor servicer, and subject to and to the extent provided in Section 3.05, be the successor in all respects to the such Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Servicer by the terms and provisions hereof and applicable law including the obligation to make P&I Advances, whether or shall appoint a successor not this 90 day transition period has elapsed, and after such transition period, if any, the obligation to make Servicing Advances pursuant to Section 2.063.24 or Section 7.01. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that such compensation as the terminated Servicer would have been entitled to charge to its Collection Account if such Servicer had continued to act hereunder including, if no such notice of termination had been givenServicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to its Collection Account and the Distribution Account which such Servicer would be entitled to receive. Notwithstanding the aboveforegoing, if the Master Servicer has become the successor to such Servicer in accordance with Section 7.01, (a) the Master Servicer shall have a period not to exceed 90 days to complete the transfer of servicing and all data and to correct or manipulate such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise enable the Master Servicer or other successor Servicer to service the Mortgage Loans in accordance with Accepted Servicing Practices and (b) the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01, if it is otherwise unable to so act or at the written request of Certificateholders entitled to actat least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer such servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such servicer hereunder. Any successor to such servicer shall be an institution which is a Fannie Mae and Freddie Mac approved servicer in good standing, which hax x xxt xxrth of at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer hereunderan agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated servicer (other than liabilities of such terminated servicer under Section 6.03 incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current Agency acknowledges that its rating of any Class of the Certificates in effect immediately prior to the termination such assignment and delegation will not be qualified or reduced, as a result of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to a servicer hereunder, the terminated Servicer hereunderMaster Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to Section 3.05, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the predecessor servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Neither the Master Servicer nor any other successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that a Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall be responsible for the servicing transfer, provide notices to the Mortgagors, arrange for and transfer the Servicing Transfer Costs Files to a successor Servicer, pay all of its own out-of-pocket costs and expenses at its own expense and pay all costs and expenses of all other parties hereto relating to the transfer of the related Servicing Files to a successor Servicer (excluding set-up costs and other administrative expenses of the successor Servicer), and in all other cases the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund. Such amounts payable by the terminated Servicer shall be paid by the predecessor terminated Servicer promptly upon presentation of reasonable documentation of such costs, and if such . If the Master Servicer is the predecessor Servicer defaults (except in the case where the Master Servicer in its obligation role as successor Servicer is being terminated pursuant to pay such costsSection 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the Trustprior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a Servicer as servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer is required to maintain pursuant to Section 3.13.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or shall appoint a successor Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans,) such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Fannie Mae- and Freddie Mac-approved seller/servicer in good standing, xxxxx hxx a net xxxxx xf at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to Section 3.05, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days Upon the Servicer’s receipt of the time the Servicer receives a notice of termination pursuant to Section 5.018.01, the Master Servicer (or other named successor) shall be automatically become the successor in all respects to the Servicer in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make Advances pursuant to Section 2.06. Notwithstanding the foregoingArticle V hereof except as otherwise provided herein; provided, (i) the parties hereto agree however, that the Master Servicer, ’s obligation to make Advances in its capacity as successor Servicer, immediately will assume all of the obligations of the Successor Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts subject to such 90 day transition period and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation such capacity will make any Advance required to advance, expend or risk its own funds or otherwise incur any financial liability in be made by the performance predecessor Servicer on the Distribution Date on which the predecessor Servicer was required to make such Advance. Effective on the date of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b)notice of termination, as compensation therefor, the Master Servicer shall be entitled to such compensation as all fees, costs and expenses relating to the Mortgage Loans that the terminated Servicer would have been entitled to hereunder if no it had continued to act hereunder, provided, however, that the Master Servicer shall not be (i) liable for any acts or omissions of the terminated Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law or determines that such notice Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of termination had been giventhe terminated Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the terminated Servicer. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article V or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however. Any Successor Servicer shall (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as Successor Servicer of any Mortgage Loans under this Agreement and shall have executed and delivered to the Depositor, the Master Servicer and the Trustee an agreement accepting such institution appointed delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer (other than any liabilities of the terminated Servicer hereof incurred prior to termination of the Servicer under Section 8.01), with like effect as successor Servicer if originally named as a party to this Agreement, provided that each Rating Agency shall not, as evidenced have acknowledged in writing by each Rating Agency, adversely affect the then current that its rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the termination Master Servicer assumes the duties and responsibilities of the terminated Servicer. The appointment of a successor Servicer in accordance with this Section 8.02, the Master Servicer shall not affect any liability of the predecessor resign as Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor until a Successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementhas been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to Section 4.04 hereof, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans or otherwise as it and such successor shall agree; provided abovethat no such compensation shall be in excess of that permitted the terminated Servicer hereunder. The Master Servicer and such successor shall take such action, consistent with this Agreement, Agreement as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other Successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Master Servicer in connection with the termination of the Servicer, appointment of a Successor Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer or such other Successor Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the predecessor terminated Servicer upon presentation of reasonable documentation as may be required herein, shall be payable to the Master Servicer from the Distribution Account pursuant to Section 4.07. Any successor to the terminated Servicer as Successor Servicer under this Agreement shall give notice to the applicable Mortgagors of such costschange of servicer and shall, and if such predecessor during the term of its service as Successor Servicer defaults maintain in its obligation force the policy or policies that the terminated Servicer is required to pay such costs, such costs shall be paid by the Trustmaintain pursuant to Section 3.05.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the a Servicer receives a notice of termination pursuant to Section 5.018.01 of this Agreement or pursuant to the Servicing Agreement, the Master Servicer (or other named successor) shall be become the successor in all respects to the such Servicer in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the terminated Servicer by the terms and provisions hereof or shall appoint a successor the Servicing Agreement, as applicable, and applicable law including the obligation to make Advances pursuant to Section 2.06. Notwithstanding Article V hereof or the foregoingServicing Agreement, (i) the parties hereto agree as applicable, except as otherwise provided herein or therein; provided, however, that the Master Servicer, ’s obligation to make Advances in its capacity as successor Servicer, immediately will assume all of the obligations of the Successor Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts subject to such 90-day transition period and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor Servicer will make any Advance required to be made by the terminated Servicer in its obligation on the Distribution Date on which the terminated Servicer was required to advance, expend or risk its own funds or otherwise incur any financial liability in make such Advance. Effective on the performance date of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b)notice of termination, as compensation therefor, the Master Servicer shall be entitled to such compensation as all fees, costs and expenses relating to the related Mortgage Loans that the terminated Servicer would have been entitled to if it had continued to act hereunder or under the Servicing Agreement, as applicable, provided, however, that the Master Servicer shall not be (i) liable for any acts or omissions of the terminated Servicer, (ii) obligated to make Advances if no it is prohibited from doing so under applicable law or determines that such notice Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of termination had been giventhe terminated Servicer pursuant to Section 2.03 of this Agreement or pursuant to the Servicing Agreement or (iv) obligated to deposit losses on any Permitted Investment directed by the terminated Servicer. Notwithstanding the aboveforegoing, the Master Servicer or the Trustee, as applicable, may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI of this Agreement or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the terminated Servicer hereunder; provided, howeverhereunder or under the Servicing Agreement. Any Successor Servicer shall (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that any such institution appointed has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of the related Mortgage Loans under this Agreement or under the Servicing Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer shall not(other than any liabilities of the terminated Servicer hereof incurred prior to termination of such Servicer under Section 8.01 of this Agreement or under the Servicing Agreement, as evidenced applicable), with like effect as if originally named as a party to this Agreement or under the Servicing Agreement, provided that each Rating Agency shall have acknowledged in writing by each Rating Agency, adversely affect the then current that its rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the termination Master Servicer assumes the duties and responsibilities of the terminated Servicer. The appointment of a successor Servicer in accordance with this Section 8.02, the Master Servicer shall not affect any liability of the predecessor resign as servicer until a Successor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementhas been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunderhereunder or under this Servicing Agreement, the Master Servicer, unless the Master Servicer such party is prohibited by law from so acting, the Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided abovethat no such compensation shall be in excess of that permitted the terminated Servicer hereunder or under the Servicing Agreement. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other Successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Master Servicer in connection with the termination of the terminated Servicer, appointment of a Successor Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer or the Successor Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the predecessor terminated Servicer upon presentation of reasonable documentation as may be required herein shall be payable to the Master Servicer from the Distribution Account pursuant to Section 3.32. Any successor to the terminated Servicer as successor servicer under this Agreement shall give notice to the applicable Mortgagors of such costschange of servicer and shall, and if such predecessor during the term of its service as successor servicer maintain in force the policy or policies that the terminated Servicer defaults in its obligation is required to pay such costs, such costs shall be paid by maintain pursuant to Section 3.05 of this Agreement or pursuant to the TrustServicing Agreement.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.018.01, the Master Servicer (or other named successor) shall be become the successor in all respects to the Servicer in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 120 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor hereof, and applicable law including the obligation to make Advances pursuant to Section 2.06. Notwithstanding the foregoingArticle V hereof, (i) the parties hereto agree except as otherwise provided herein; provided, however, that the Master Servicer, ’s obligation to make Advances in its capacity as successor Servicer, immediately will assume all of the obligations of the Successor Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts subject to such 120 day transition period and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor Servicer will make any Advance required to be made by the terminated Servicer in its obligation on the Distribution Date on which the terminated Servicer was required to advance, expend or risk its own funds or otherwise incur any financial liability in make such Advance. Effective on the performance date of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b)notice of termination, as compensation therefor, the Master Servicer shall be entitled to such compensation as all fees, costs and expenses relating to the Mortgage Loans that the terminated Servicer would have been entitled to hereunder if no it had continued to act hereunder, provided, however, that the Master Servicer shall not be (i) liable for any acts or omissions of the terminated Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law or determines that such notice Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of termination had been giventhe terminated Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the terminated Servicer. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI of this Agreement or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however. Any Successor Servicer shall (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as Successor Servicer of the Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer (other than any such institution appointed liabilities of the terminated Servicer hereof incurred prior to termination of the Servicer under Section 8.01), with like effect as successor Servicer if originally named as a party to this Agreement, provided that each Rating Agency shall not, as evidenced have acknowledged in writing by each Rating Agency, adversely affect the then current that its rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the termination Master Servicer assumes the duties and responsibilities of the terminated Servicer. The appointment of a successor Servicer in accordance with this Section 8.02, the Master Servicer shall not affect any liability of the predecessor resign as Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor until a Successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementhas been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided abovethat no such compensation shall be in excess of that permitted the terminated Servicer hereunder. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other Successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Master Servicer in connection with the termination of the Servicer, appointment of a Successor Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer or the Successor Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the predecessor terminated Servicer upon presentation of reasonable documentation as may be required herein shall be payable to the Master Servicer from the Distribution Account pursuant to Section 3.32. Any successor to the terminated Servicer as Successor Servicer under this Agreement shall give notice to the applicable Mortgagors of such costschange of the Servicer and shall, during the term of its service as Successor Servicer maintain in force the policy or policies that the terminated Servicer is required to maintain pursuant to Section 3.05. Notwithstanding the foregoing, if a Servicer Default occurs, the Servicer or the Servicing Rights Lender shall have a period of up to thirty (30) days after receipt of a notice of termination to appoint a Successor Servicer that satisfies the eligibility criteria of a Successor Servicer set forth herein, which appointment shall be subject to the consent of the Depositor, the Seller, the Master Servicer, and if the Trustee, which consent shall not be unreasonably withheld or delayed; provided that such predecessor Successor Servicer defaults agrees to fully effect the servicing transfer within 120 days following the termination of the Servicer and to make all P&I Advances that would otherwise be made by the Master Servicer under Section 8.01 as of the date of such appointment, and to reimburse the Master Servicer for any xxxxxxxxxxxx X&X Advances they have made and any reimbursable expenses that they may have incurred in its obligation to pay connection with this Section 8.02. Any proceeds received in connection with the appointment of such costs, such costs Successor Servicer shall be paid the property of the Servicer or its designee. This 30-day period shall terminate immediately (i) at the close of business on the second Business Day of such 30-day period if (A) the Servicer was terminated because of an Event of Default described in Section 8.01(a)(i) for failing to make a required Advance pursuant to section 5.01, and (B) the Servicer shall have failed to make (or cause to be made) such Advance, or shall fail to reimburse (or cause to be reimbursed) the Master Servicer for an Advance made by the TrustMaster Servicer, by the close of business on such second Business Day, or (ii) at the close of business on the second Business Day following the date (if any) during such 30-day period on which an Advance is due to be made, if the Servicer shall have failed to make (or caused to be made) such Advance, or the Servicer shall have failed to reimburse (or cause to be reimbursed) the Master Servicer for such Advance, by the close of business on such second Business Day; provided, that such 30-day period shall only be terminated to the extent that the Lender has received notice of such failure from the Master Servicer and the Lender has not cured or caused the cure of such failure within two (2) Business Days following receipt of notice, provided, however, that such notice requirement shall only be applicable to the extent that the Master Servicer has been provided with the written address and contact information for the Lender.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.016.01 hereof, the Master Servicer (or other named successor) shall shall, when and to the extent provided in Section 3.04, be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make advances pursuant to Section 2.064.01. Notwithstanding the foregoingAs compensation therefor, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor subject to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance last paragraph of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b), as compensation therefor6.01, the Master Servicer shall be entitled to such all fees, compensation as and reimbursement for costs and expenses that the terminated Servicer would have been entitled to hereunder if no such notice of termination the Servicer had been givencontinued to act hereunder. Notwithstanding the aboveforegoing, if the Master Servicer has become the successor to the Servicer in accordance with Section 6.01 hereof, the Master Servicer may, if it shall be unwilling to so to act, or shall, if 41 it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as . Any successor Servicer shall notbe an institution that is a Fannie Mae and Freddie Mac approved seller/servicer in good standing, as evidenced in writing xxxx hxx a net xxxxx of at least $15,000,000, and that is willing to service the Mortgage Loans and executes and delivers to the Master Servicer an agreement accepting such delegation and assignment, that contains an assumption by each Rating Agencysuch Person of the rights, adversely affect powers, duties, responsibilities, obligations and liabilities of the then current rating Servicer (other than liabilities of any Class of Certificates immediately the Servicer under Section 5.03 hereof incurred prior to the termination of the terminated ServicerServicer under Section 6.01), with like effect as if originally named as a party to this Agreement. The No appointment of a successor to the Servicer hereunder shall be effective until the Master Servicer shall have consented thereto and written notice of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination resign as Servicer, nor shall any servicer until a successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementservicer has been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to Section 3.04 hereof, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer hereunder. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the predecessor failure of the Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such costschange of servicer and shall, and if such predecessor during the term of its service as servicer maintain in force the policy or policies that the Servicer defaults in its obligation is required to pay such costs, such costs shall be paid by the Trustmaintain pursuant to Section 5.05.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.013.25 or Section 7.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 3.05, and subject to the rights of the Master Servicer to appoint a successor servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make P&I Advances and Servicing Advances, pursuant to Section 2.063.25 or Section 7.01. It is understood and acknowledged by the parties hereto that there will be a period of transition before the transfer of servicing obligations is fully effective. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity Servicer will have a period (not to exceed [ ] days) to complete the transfer of all servicing data and correct or manipulate such servicing data as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) may be required by the Master Servicer, Servicer to correct any errors or insufficiencies in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require servicing data or otherwise enable the Master Servicer, acting Servicer to service the Mortgage Loans in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverableaccordance with Accepted Servicing Practices. Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act hereunder including, if no such notice of termination had been giventhe Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account which the Servicer would be entitled to receive. Notwithstanding the aboveforegoing, if the Master Servicer has become the successor to the Servicer in accordance with Section 7.01, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01, if it is otherwise unable to so act or at the written request of Certificateholders entitled to actat least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Any successor to the Servicer shall make the covenant set forth in Section 6.02(b). Any successor to the Servicer shall be an institution which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer (other than liabilities of the Servicer under Section 6.03 incurred prior to termination of the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current Agency acknowledges that its rating of any Class of the Certificates in effect immediately prior to the termination such assignment and delegation will not be qualified or reduced, as a result of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to Section 3.05, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to the Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the predecessor failure of the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Notwithstanding the foregoing, the parties hereto agree that the Master Servicer, in its capacity as successor servicer, immediately shall assume all of the obligations of the Servicer to make Advances and the Master Servicer will assume the other duties of the Servicer as soon as practicable, but in no event later than [ ] days after the Master Servicer becomes successor servicer pursuant to the preceding paragraph. Notwithstanding the foregoing, the Master Servicer, in its capacity as successor servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. In the event that the Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, in the event that the Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall pay all reasonable out-of-pocket costs and expenses of a servicing transfer incurred by parties other than such terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the terminated Servicer (except in the case where the Master Servicer in its role as successor servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor servicer and not by the predecessor Servicer’s actions or omissions), and if such predecessor costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the terminated Servicer defaults in its obligation to pay such costscosts and expenses, such costs the same shall be paid by the Trustsuccessor servicer or the Master Servicer, in which case the successor servicer or the Master Servicer, as applicable, shall be entitled to reimbursement therefor from the Trust Fund. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 3.13.

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time the Master Servicer gives, and a Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the IndyMac Servicing Agreement and the transactions set forth or provided for herein and in the IndyMac Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of the IndyMac Servicing Agreement and applicable law including the obligation to make Monthly Advances or shall appoint a successor Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingIndyMac Servicing Agreement (it being understood and agreed that if the Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, Servicer (in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (iiservicer) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the IndyMac Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the IndyMac Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans), such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the IndyMac Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder under the IndyMac Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to the Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to the Servicer shall not affect any liability be an institution which is a Fannie Mae and Freddie Mac approved seller/servicer in good standing, wxxxx xax x net xxxxx xf at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of the terminated Servicer which may have arisen under this Agreement incurred prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall be responsible for giving notice to the related Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as Servicer, maintain in force the policy or policies that the Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the IndyMac Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate the Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or shall appoint a successor Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans) such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Fannie Mae and Freddie Mac approved seller/servicer in good standinx, xxxcx xas a xxx xxxth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.013.25 or Section 7.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 3.05, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make P&I Advances and Servicing Advances, pursuant to Section 2.063.25 or Section 7.01. It is understood and acknowledged by the parties hereto that there will be a period of transition before the transfer of servicing obligations is fully effective. Notwithstanding the foregoing, the Master Servicer will have a period (inot to exceed 90 days) to complete the transfer of all servicing data and correct or manipulate such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise enable the Master Servicer to service the Mortgage Loans in accordance with Accepted Servicing Practices. As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act hereunder including, if the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account which the Servicer would be entitled to receive. Notwithstanding the foregoing, if the Master Servicer has become the successor to the Servicer in accordance with Section 7.01, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01, if it is otherwise unable to so act or at the written request of Certificateholders entitled to at least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Any successor to the Servicer shall make the covenant set forth in Section 6.02(b). Any successor to the Servicer shall be an institution which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer (other than liabilities of the Servicer under Section 6.03 incurred prior to termination of the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to the Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor to the Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Notwithstanding the foregoing, the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will shall assume all of the obligations of the Servicer under this Agreementto make Advances and the Master Servicer will assume the other duties of the Servicer as soon as practicable, (ii) but in no event later than 90 days after the Master Servicer becomes successor Servicer pursuant to the preceding paragraph. Notwithstanding the foregoing, the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require efforts. In the Master Servicer, acting in its capacity as successor to event that the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject is terminated pursuant to Section 5.02(b)7.01, as compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicer would have been entitled shall provide notices to hereunder if no such notice the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of termination had been givenits own out-of-pocket costs and expenses at its own expense. Notwithstanding In addition, in the aboveevent that the Servicer is terminated pursuant to Section 7.01, the Master Servicer may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of shall pay all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment reasonable out-of-pocket costs and expenses of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach servicing transfer incurred by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to parties other than the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the terminated Servicer (except in the case where the Master Servicer in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer and not by the predecessor Servicer’s actions or omissions), and if such predecessor costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the terminated Servicer defaults in its obligation to pay such costscosts and expenses, such costs the same shall be paid by the Trustsuccessor Servicer or the Master Servicer, in which case the successor Servicer or the Master Servicer, as applicable, shall be entitled to reimbursement therefor from the Trust Fund. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 3.13.

Master Servicer to Act; Appointment of Successor. (a) Within 90 100 days of the time the Servicer receives sends a notice of termination pursuant to clause (i) of Section 5.015.04, the Master Servicer (Servicer, or other named successor) successor appointed in accordance with this Section 6.02, shall be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Servicing Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof hereof, including but not limited to the provisions of Article V. Nothing in this Servicing Agreement shall be construed to permit or shall appoint a require the Master Servicer or any other successor pursuant Servicer to Section 2.06. Notwithstanding the foregoing, (i) be responsible or accountable for any act or omission of the parties hereto agree that predecessor Servicer, (ii) require or obligate the Master Servicer, in its capacity as successor Servicer, immediately will assume all to purchase, repurchase or substitute any Mortgage Loan, (iii) fund any losses on any Eligible Investment directed by any other Servicer, or (iv) be responsible for the representations and warranties of the obligations of the Servicer under this AgreementServicer, (ii) except as provided herein; provided, however, that the Master Servicer, in its capacity as successor Servicer, shall be required to make Monthly Advances to the extent that the Servicer failed to make such Monthly Advances, to the extent such Monthly Advance is not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require determined by the Master Servicer, acting in its capacity as successor Servicer to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverablebe a Nonrecoverable Advance. Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Master Servicer may, if it shall be is unwilling so to actact as successor Servicer, or shall, (ii) if it the Master Servicer is legally unable so to act, appoint, the Master Servicer may (in the situation described in clause (i)) or shall (in the situation described in clause (ii)) appoint or petition a court of competent jurisdiction to appoint, appoint any established housing and home finance institution institution, bank or other mortgage loan servicer having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided. Pending appointment of a successor to the Servicer hereunder, howeverunless the Master Servicer is prohibited by law from so acting or is unwilling to act as such, that any such institution appointed as successor the Master Servicer shall notact in such capacity as hereinabove provided. In connection with such appointment and assumption, as evidenced the successor shall be entitled to receive compensation out of payments on Mortgage Loans in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior an amount equal to the termination of compensation which the terminated ServicerServicer would otherwise have received pursuant to Section 3.15 (or such lesser compensation as the Master Servicer and such successor shall agree). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Servicing Agreement prior to its termination as ServicerServicer (including, without limitation, the obligation to pay any deductible under an insurance policy pursuant to Section 3.11 or to indemnify the Master Servicer pursuant to Section 5.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the such Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Servicing Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Master Servicer if the Master Servicer is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Indenture 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 MERS7 System to the successor Servicer. The terminated Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The terminated Servicer shall 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 6.02. To the extent these fees and costs are not paid by the predecessor terminated Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costsare incurred by any successor Servicer, such fees and costs shall will be paid reimbursable to the successor Servicer by the Trust. The successor Servicer shall cause such assignment to be delivered to the Indenture Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.016.01, the Master Servicer (shall appoint a successor Servicer meeting the criteria described below and, if it does not appoint a successor, or other named until the successor) 's appointment takes effect, the Master Servicer shall be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement (hereinafter in this Section, the "Servicer") and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 2.06hereof. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding In the above, event the Master Servicer mayfails to appoint a successor Servicer, if it shall be unwilling so to act, or shall, if it and the Master Servicer is legally unable so to actact as successor Servicer itself, appoint, or it may petition a court of competent jurisdiction to appoint, any established housing and home finance institution or any institution that regularly services home loans that is then servicing a home loan portfolio and having all licenses, permits and approvals required by applicable law, and having a net worth of not less than $10,000,000 10,000,000, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided that any such successor Servicer (other than the Master Servicer or the Indenture Trustee) shall be acceptable to the Note Insurer (if no Note Insurer Default has occurred and is continuing), which acceptance shall not be unreasonably withheld; and provided further that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the implied rating assigned to the Notes by any Rating Agency, without taking into account the existence of the Note Insurance Policy. Pending appointment of a successor to the Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Home Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer hereunder. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effect any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicersuccession. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which that may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer or the Servicer Issuer of any of its representations or warranties contained herein or in any related document or agreement. Pending Each of the Rating Agencies shall be given written notice of the appointment of a successor Servicer pursuant to this Section. Notwithstanding the terminated foregoing paragraph, if the Master Servicer has assumed the obligations of the defaulting Servicer hereunder, unless then the Indenture Trustee shall be entitled to exercise the rights of the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with under this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the TrustSection 6.02.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.017.01 hereof, the Master Servicer (or other named successor) shall shall, to the extent provided in Section 3.04, be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make advances pursuant to Section 2.064.01. Notwithstanding the foregoingAs compensation therefor, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor subject to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance last paragraph of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b), as compensation therefor7.01, the Master Servicer shall be entitled to such all fees, compensation as and reimbursement for costs and expenses relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder if no such notice of termination the Servicer had been givencontinued to act hereunder. Notwithstanding the aboveforegoing, if the Master Servicer has become the successor to the Servicer in accordance with Section 7.01 hereof, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing mortgage loan servicing institution the appointment of which successor shall be approved by the NIMs Insurer and home finance institution having a net worth which does not adversely affect the then current rating of not less than $10,000,000 the Certificates by each Rating Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as . Any successor Servicer shall notbe an institution that is acceptable to the NIMs Insurer and is a Fannie Mae and Freddie Mac approved seller/servicer in good standing, xxxx xax x net xxxxx xf at least $15,000,000, and that is willing to service the Mortgage Loans and executes and delivers to the Depositor, the Trustee and the Master Servicer an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer (other than liabilities of the Servicer under Section 6.03 hereof incurred prior to termination of the Servicer under Section 7.01), with like effect as evidenced in writing by if originally named as a party to this Agreement; and provided further that each Rating Agency, adversely affect the then current Agency acknowledges that its rating of any Class of the Certificates in effect immediately prior to the termination such assignment and delegation will not be qualified or reduced as a result of the terminated Servicersuch assignment and delegation. The No appointment of a successor to the Servicer hereunder shall be effective until the Master Servicer shall have consented thereto, prior written consent of the NIMs Insurer is obtained and written notice of such proposed appointment shall have been provided by the Securities Administrator to each Certificateholder. The Master Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination resign as Servicer, nor shall any servicer until a successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementservicer has been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to Section 3.04 hereof, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer hereunder. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the predecessor failure of the Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such costschange of servicer and shall, during the term of its service as servicer maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 6.05. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), notwithstanding anything to the contrary above or anything to the contrary which may be set forth in Section 3.04, the Securities Administrator, the Trustee, the Master Servicer, the Depositor and the NIMS Insurer hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, or within 10 days of Securities Administrator's termination of the Servicer pursuant to Section 7.01 or 7.02, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer; provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth above; and provided, further, that the consent and approval of the Securities Administrator, the Trustee, the Master Servicer, the Depositor and the NIMs Insurer shall be deemed to have been given to the Servicing Rights Pledgee or its designee, and if the Servicing Rights Pledgee and its designee are hereby agreed to be acceptable to the Securities Administrator, the Trustee, the Master Servicer, the Depositor and the NIMs Insurer, and the Servicing Rights Pledgee or such predecessor Servicer defaults in its obligation designee agrees to pay such costs, such costs shall be paid by subject to the Trustterms of this Agreement.

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or shall appoint a successor Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Loan Group I Mortgage Loans and Loan Group II Mortgage Loans, respectively) such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Fannie Mae and Freddie Mac approved seller/servicer in good standing, which has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 3.06, be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to immediately assume all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising thereafter (except for any representations or shall appoint a successor pursuant to Section 2.06. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations warranties of the Servicer under this Agreement, (iithe responsibilities, duties and liabilities contained in Section 2.03(d)-(h)) by the terms and provisions hereof including, without limitation, the Servicer’s obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Master ServicerServicer is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, in its capacity as successor Servicer, then the Master Servicer shall not be responsible for obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) Servicer’s failure to deliver or provide, or delay in delivering or providing, information, documents, records or cash as required under no circumstances shall any provision of this Agreement shall not be construed to require considered a default by the Master Servicer, acting in its capacity Servicer as successor to the Servicer in its hereunder; and provided further, that it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions (other than the obligation to advanceadvance P&I Advances, expend or risk its own funds or otherwise incur any financial liability in which obligation shall arise upon the performance receipt by the Servicer of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject notice of termination pursuant to Section 5.02(b), as 7.01) can be fully transferred to the Master Servicer or any successor Servicer appointed in accordance with this Agreement. As compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicing Fee and all funds relating to the Mortgage Loans to which the Servicer would have been entitled if it had continued to hereunder if no such notice of termination had been givenact as Servicer hereunder. Notwithstanding the aboveabove and subject to the immediately following paragraph, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, act promptly appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 Person that satisfies the eligibility criteria set forth below as the successor to the terminated Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior under this Agreement. Notwithstanding anything herein to the termination of contrary, in no event shall the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of Trustee, the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Trust Administrator or the Master Servicer be liable for any acts or omissions of the predecessor Servicer Servicing Fee or for any breach differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer under this Agreement and the transactions set forth or provided for herein. Any successor Servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor Servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $30,000,000 and (iv) assume all the responsibilities, duties or liabilities of the Servicer (other than liabilities of any the Servicer hereunder incurred prior to termination of its representations or warranties contained herein or in any related document or agreement. Pending appointment of the Servicer under Section 7.01 herein) under this Agreement as if originally named as a successor party to the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Fremont [200___-___] Pooling & Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the Trust.Agreement 154

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or shall appoint a successor Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Group I Mortgage Loans and Group II Mortgage Loans, respectively) such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Fannie Mae and Freddie Mac approved seller/servicer in good standing, xxxxx xxx a nex xxxxx of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 3.06, be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to immediately assume all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising thereafter (except for any representations or shall appoint a successor pursuant to Section 2.06. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations warranties of the Servicer under this Agreement, (iithe responsibilities, duties and liabilities contained in Section 2.03(d)-(h)) by the terms and provisions hereof including, without limitation, the Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Master ServicerServicer is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, in its capacity as successor Servicer, then the Master Servicer shall not be responsible for obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) Servicer's failure to deliver or provide, or delay in delivering or providing, information, documents, records or cash as required under no circumstances shall any provision of this Agreement shall not be construed to require considered a default by the Master Servicer, acting in its capacity Servicer as successor to the Servicer in its hereunder; and provided further, that it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions (other than the obligation to advanceadvance P&I Advances, expend or risk its own funds or otherwise incur any financial liability in which obligation shall arise upon the performance receipt by the Servicer of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject notice of termination pursuant to Section 5.02(b), as 7.01) can be fully transferred to the Master Servicer or any successor Servicer appointed in accordance with this Agreement. As compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicing Fee and all funds relating to the Mortgage Loans to which the Servicer would have been entitled if it had continued to hereunder if no such notice of termination had been givenact as Servicer hereunder. Notwithstanding the aboveabove and subject to the immediately following paragraph, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, act promptly appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 Person that satisfies the eligibility criteria set forth below as the successor to the terminated Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior under this Agreement. 146 Notwithstanding anything herein to the termination of contrary, in no event shall the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of Trustee, the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Trust Administrator or the Master Servicer be liable for any acts or omissions of the predecessor Servicer Servicing Fee or for any breach differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer under this Agreement and the transactions set forth or provided for herein. Any successor Servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor Servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $30,000,000 and (iv) assume all the responsibilities, duties or liabilities of the Servicer (other than liabilities of any the Servicer hereunder incurred prior to termination of its representations or warranties contained herein or in any related document or agreement. Pending appointment of the Servicer under Section 7.01 herein) under this Agreement as if originally named as a successor party to the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the Trust.

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or shall appoint a successor Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans, as applicable) such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Xxxxxx Xxx and Freddie Mac approved seller/servicer in good standing, which has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or shall appoint a successor Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Group I Mortgage Loans and Group II Mortgage Loans, respectively) such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Fannie Mae and Freddie Mac approvex xxxxex/xervicxx xx xood standing, which has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer Wilshire receives a notice of termination pursuant to Section 5.0115.01 hereof, the Master Servicer (or other named successor) shall shall, when and to the extent provided in Section 13.04, be the successor in all respects to the Servicer Wilshire in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer Wilshire by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make advances pursuant to Section 2.0613.22. Notwithstanding the foregoingAs compensation therefor, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor subject to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance last paragraph of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b), as compensation therefor15.01, the Master Servicer shall be entitled to such all fees, compensation as the terminated Servicer and reimbursement for costs and expenses that Wilshire would have been entitled to hereunder if no such notice of termination Wilshire had been givencontinued to act hereunder. Notwithstanding the aboveforegoing, if the Master Servicer has become the successor to Wilshire in accordance with Section 15.01 hereof, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 13.22 hereof or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer Wilshire hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereunder. Any successor to Wilshire shall be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, and that is willing to service the Mortgage Loans and executes and delivers to the Master Servicer an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire (other than liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately under Section 14.03 hereof incurred prior to the termination of the terminated ServicerServicer under Section 15.01), with like effect as if originally named as a party to this Agreement. The No appointment of a successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination resign as Servicer, nor shall any servicer until a successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementservicer has been appointed and has accepted such appointment. Pending appointment of a successor to Wilshire hereunder, the terminated Servicer hereunderMaster Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to Section 13.04 hereof, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunder. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the predecessor Servicer upon presentation failure of reasonable documentation Wilshire to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to Wilshire as servicer shall give notice to the Mortgagors of such costschange of servicer and shall, and if such predecessor Servicer defaults during the term of its service as servicer maintain in its obligation force the policy or policies that Wilshire is required to pay such costs, such costs shall be paid by the Trustmaintain pursuant to Section 14.05.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.018.01 of this Agreement, the Master Servicer (or other named successor) Servicer, shall be become the successor in all respects to the Servicer in its capacity as servicer under this Agreement with respect to the Mortgage Loans and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the terminated Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make Advances with respect to the Mortgage Loans pursuant to Section 2.06. Notwithstanding the foregoingArticle V hereof except as otherwise provided herein or therein; provided, (i) the parties hereto agree however, that the Master Servicer, ’s obligation to make Advances with respect to the Mortgage Loan in its capacity as successor Servicer, immediately will assume all of the obligations of the Successor Servicer under this Agreement, (ii) shall not be subject to such 90-day transition period and the Master Servicer, in its capacity as successor Servicer, shall not will make any Advance required to be responsible for made by the lack terminated Servicer on the Distribution Date on which the terminated Servicer was required to make such Advance. Effective on the date of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision such notice of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b)termination, as compensation therefor, the Master Servicer Servicer, shall be entitled to such compensation as all fees, costs and expenses relating to the Mortgage Loans that the terminated Servicer would have been entitled to hereunder if no it had continued to act hereunder, provided, however, that the Master Servicer shall not be (i) liable for any acts or omissions of the terminated Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law or determines that such notice Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of termination had been giventhe terminated Servicer pursuant to Section 2.03 of this Agreement or (iv) obligated to deposit losses on any Permitted Investment directed by the terminated Servicer. Notwithstanding the aboveforegoing, the Master Servicer Servicer, may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI of this Agreement or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the related Certificates by each Rating Agency (without regard to the Policy) as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the terminated Servicer with respect to the Mortgage Loans hereunder; provided, however. Any Successor Servicer shall (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that any such institution appointed has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of the Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer with respect to the Mortgage Loans (other than any liabilities of the terminated Servicer hereof incurred prior to termination of the Servicer under Section 8.01 of this Agreement), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall not, as evidenced have acknowledged in writing by each Rating Agency, adversely affect the then current that its rating of any Class of the related Certificates (without regard to the Policy) in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the termination Master Servicer assumes the duties and responsibilities of the terminated Servicer with respect to the Mortgage Loans in accordance with this Section 8.02, the Master Servicer. The appointment of a successor Servicer , shall not affect any liability of the predecessor resign as servicer until a Successor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementhas been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided abovethat no such compensation shall be in excess of that permitted the terminated Servicer with respect to the Mortgage Loans hereunder. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other Successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Master Servicer, in connection with the termination of the terminated Servicer, appointment of a Successor Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer, to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer, the Trustee or the Successor Servicer to service the Mortgage Loans properly and effectively, to the extent not paid by the predecessor terminated Servicer upon presentation of reasonable documentation as may be required herein shall be payable to the Master Servicer, from the Distribution Account pursuant to Section 3.32. Any successor to the terminated Servicer as successor servicer under this Agreement shall give notice to the applicable Mortgagors of such costschange of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the terminated Servicer is required to maintain pursuant to Section 3.05 of this Agreement. Notwithstanding anything herein to the contrary, in no event shall the Trustee be liable for any Master Servicing Fee or for any differential in the amount of the Master Servicing Fee paid hereunder and if such predecessor Servicer defaults in its obligation the amount necessary to pay such costs, such costs shall be paid by induce any successor master servicer to act as successor master servicer under this Agreement and the Trusttransactions set forth or provided for herein.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 3.06, be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to immediately assume all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising thereafter (except for any representations or shall appoint a successor pursuant to Section 2.06. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations warranties of the Servicer under this Agreement, (iithe responsibilities, duties and liabilities contained in Section 2.03(d)-(h)) by the terms and provisions hereof including, without limitation, the Servicer’s obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Master ServicerServicer is prohibited by law or regulation from obligating itself to make advances regarding delinquent Mortgage Loans, in its capacity as successor Servicer, then the Master Servicer shall not be responsible for obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) Servicer’s failure to deliver or provide, or delay in delivering or providing, information, documents, records or cash as required under no circumstances shall any provision of this Agreement shall not be construed to require considered a default by the Master Servicer, acting in its capacity Servicer as successor to the Servicer in its hereunder; and provided further, that it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions (other than the obligation to advanceadvance P&I Advances, expend or risk its own funds or otherwise incur any financial liability in which obligation shall arise upon the performance receipt by the Servicer of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject notice of termination pursuant to Section 5.02(b), as 7.01) can be fully transferred to the Master Servicer or any successor Servicer appointed in accordance with this Agreement. As compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicing Fee and all funds relating to the Mortgage Loans to which the Servicer would have been entitled if it had continued to hereunder if no such notice of termination had been givenact as Servicer hereunder. Notwithstanding the aboveabove and subject to the immediately following paragraph, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, promptly appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 Person that satisfies the eligibility criteria set forth below as the successor to the terminated Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the Trust.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 3.06, be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to immediately assume all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising thereafter (except for any representations or shall appoint a successor pursuant to Section 2.06. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations warranties of the Servicer under this Agreement, (iithe responsibilities, duties and liabilities contained in Section 2.03(d)-(h)) by the terms and provisions hereof including, without limitation, the Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, however, that if the Master ServicerServicer is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, in its capacity as successor Servicer, then the Master Servicer shall not be responsible for obligated to make P&I Advances pursuant to Section 4.01; and provided further, that any failure to perform such duties or responsibilities caused by the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) Servicer's failure to deliver or provide, or delay in delivering or providing, information, documents, records or cash as required under no circumstances shall any provision of this Agreement shall not be construed to require considered a default by the Master Servicer, acting in its capacity Servicer as successor to the Servicer in its hereunder; and provided further, that it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions (other than the obligation to advanceadvance P&I Advances, expend or risk its own funds or otherwise incur any financial liability in which obligation shall arise upon the performance receipt by the Servicer of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject notice of termination pursuant to Section 5.02(b), as 7.01) can be fully transferred to the Master Servicer or any successor Servicer appointed in accordance with this Agreement. As compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicing Fee and all funds relating to the Mortgage Loans to which the Servicer would have been entitled if it had continued to hereunder if no such notice of termination had been givenact as Servicer hereunder. Notwithstanding the aboveabove and subject to the immediately following paragraph, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, act promptly appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 Person that satisfies the eligibility criteria set forth below as the successor to the terminated Servicer hereunder 179 under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior under this Agreement. Notwithstanding anything herein to the termination of contrary, in no event shall the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of Trustee, the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Trust Administrator or the Master Servicer be liable for any acts or omissions of the predecessor Servicer Servicing Fee or for any breach differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer under this Agreement and the transactions set forth or provided for herein. Any successor Servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor Servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $30,000,000 and (iv) assume all the responsibilities, duties or liabilities of the Servicer (other than liabilities of any the Servicer hereunder incurred prior to termination of its representations or warranties contained herein or in any related document or agreement. Pending appointment of the Servicer under Section 7.01 herein) under this Agreement as if originally named as a successor party to the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the Trust.

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or shall appoint a successor Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans, respectively) such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Fannie Mae and Freddie Mac approved seller/servicer in good standixx, xxixx has a xxx xxrth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the any Servicer receives a notice of termination pursuant to Section 5.018.01, the Master Servicer (or other named successor) shall be become the successor in all respects to the Servicer in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed ninety (90) days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor hereof, and applicable law including the obligation to make Advances pursuant to Section 2.06. Notwithstanding the foregoingArticle V hereof, (i) the parties hereto agree except as otherwise provided herein; provided, however, that the Master Servicer, 's obligation to make Advances in its capacity as successor Servicer, immediately will assume all of the obligations of the Successor Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts subject to such 90 day transition period and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor Servicer will make any Advance required to be made by the terminated Servicer in its obligation on the Distribution Date on which the terminated Servicer was required to advance, expend or risk its own funds or otherwise incur any financial liability in make such Advance. Effective on the performance date of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b)notice of termination, as compensation therefor, the Master Servicer shall be entitled to such compensation as all fees, costs and expenses relating to the Mortgage Loans that the terminated Servicer would have been entitled to hereunder if no it had continued to act hereunder, provided, however, that the Master Servicer shall not be (i) liable for any acts or omissions of the terminated Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law or determines that such notice Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of termination had been giventhe terminated Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the terminated Servicer. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI of this Agreement or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however. Any Successor Servicer shall (i) be an institution that is a Fannie Mae and Freddie Mac xxxxxvxx seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as Successor Servicer of the Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer (other than any such institution appointed liabilities of the terminated Servicer hereof incurred prior to termination of the Servicer under Section 8.01), with like effect as successor Servicer if originally named as a party to this Agreement, provided that each Rating Agency shall not, as evidenced have acknowledged in writing by each Rating Agency, adversely affect the then current that its rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the termination Master Servicer assumes the duties and responsibilities of the terminated Servicer. The appointment of a successor Servicer in accordance with this Section 8.02, the Master Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination resign as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementuntil a Successor Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided abovethat no such compensation shall be in excess of that permitted the terminated Servicer hereunder. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other Successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Master Servicer in connection with the termination of the Servicer, appointment of a Successor Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer or the Successor Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the predecessor terminated Servicer upon presentation of reasonable documentation as may be required herein shall be payable to the Master Servicer from the Distribution Account pursuant to Section 3.32. Any successor to the terminated Servicer as Successor Servicer under this Agreement shall give notice to the applicable Mortgagors of such costschange of the Servicer and shall, and if such predecessor during the term of its service as Successor Servicer defaults maintain in its obligation force the policy or policies that the terminated Servicer is required to pay such costs, such costs shall be paid by the Trustmaintain pursuant to Section 3.05.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.01termination, the Master Servicer (or other named successor) shall be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer and arising thereafter shall be assumed by the terms and provisions hereof Master Servicer (except for any representations or shall appoint a successor pursuant to Section 2.06. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations warranties of the Servicer under this Agreement, (iithe responsibilities, duties and liabilities contained in Section 2.03 and the obligation to deposit amounts in respect of losses pursuant to Section 3.23(c)) by the terms and provisions hereof including, without limitation, the Servicer's obligations to make P&I Advances pursuant to Section 5.03; provided, however, that if the Master ServicerServicer is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, in its capacity as successor Servicer, then the Master Servicer shall not be responsible for obligated to make P&I Advances pursuant to Section 5.03; and provided further, that any failure to perform such duties or responsibilities caused by the lack of Servicer's failure to provide information and/or documents that it canrequired by Section 7.01 shall not obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require considered a default by the Master Servicer, acting in its capacity Servicer as successor to the Servicer hereunder; provided, however, that (1) it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to the Master Servicer or any successor Servicer appointed in its obligation accordance with the following provisions and (2) any failure to advance, expend perform such duties or risk its own funds or otherwise incur any financial liability in responsibilities caused by the performance of its duties hereunder if it Servicer's failure to provide information required by Section 8.01 shall have reasonable grounds for believing that such funds are non-recoverablenot be considered a default by the Master Servicer as successor to the Servicer hereunder. Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicing Fee and all funds relating to the Mortgage Loans to which the Servicer would have been entitled if it had continued to hereunder if no such notice of termination had been givenact hereunder. Notwithstanding the aboveabove and subject to the immediately following paragraph, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, act promptly appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 Person that satisfies the eligibility criteria set forth below as the successor to the terminated Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior under this Agreement. Notwithstanding anything herein to the termination of contrary, in no event shall the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of Trustee or the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Master Servicer be liable for any acts or omissions of the predecessor Servicer Servicing Fee or for any breach differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer under this Agreement and the transactions set forth or provided for herein. Any successor Servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Fannie Mae and Freddie Mac apprxxxx xexxxr/serxxxxx, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor Servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $15,000,000 and (iv) assume all the responsibilities, duties or liabilities of the Servicer (other than liabilities of any the Servicer hereunder incurred prior to termination of its representations or warranties contained herein or in any related document or agreement. Pending appointment of the Servicer under Section 8.01 herein) under this Agreement as if originally named as a successor party to the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the Trust.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer Ocwen receives a notice of termination pursuant to Section 5.01termination, the Master Servicer (or other named successor) shall be the successor in all respects to the Servicer Ocwen in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Master Servicer (except for any representations or warranties of Ocwen under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03 and the obligation to deposit amounts in respect of losses pursuant to Section 3.10(b)) by the terms and provisions hereof or shall appoint a successor including, without limitation, Ocwen's obligations to make P&I Advances pursuant to Section 2.06. Notwithstanding 5.03; provided, however, that if the foregoingMaster Servicer is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Master Servicer shall not be obligated to make P&I Advances pursuant to Section 5.03; and provided further, that any failure to perform such duties or responsibilities caused by Ocwen's failure to provide information required by Section 8.01 shall not be considered a default by the Master Servicer as successor to Ocwen hereunder; provided, however, that (i1) it is understood and acknowledged by the parties hereto agree that there will be a period of transition (not to exceed 120 days) before the actual servicing functions can be fully transferred to the Master Servicer, Servicer or any successor Servicer appointed in its capacity as successor Servicer, immediately will assume all of accordance with the obligations of the Servicer under this Agreement, following provisions and (ii2) the Master Servicer, in its capacity as successor Servicer, any failure to perform such duties or responsibilities caused by Ocwen's failure to provide information required by Section 8.01 shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require considered a default by the Master Servicer, acting in its capacity Servicer as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverableOcwen hereunder. Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicer Servicing Fee and all funds relating to the Ocwen Mortgage Loans to which Ocwen would have been entitled if it had continued to hereunder if no such notice of termination had been givenact hereunder. Notwithstanding the aboveabove and subject to the immediately following paragraph, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, act promptly appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 Person that satisfies the eligibility criteria set forth below as the successor to the terminated Servicer hereunder Ocwen under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Ocwen under this Agreement. Notwithstanding any provision in this Agreement to the Servicer hereunder; providedcontrary, howeverfor a period of 30 days following the date on which Ocwen shall have received a notice of termination pursuant to Section 8.01, that any such institution appointed as Ocwen or its designee may appoint a successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect that satisfies the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment eligibility criteria of a successor Servicer set forth below, which appointment shall be subject to the consent of the Depositor, the Seller, the Master Servicer, and the Trustee, which consent shall not affect any liability be unreasonably withheld or delayed; provided that such successor Servicer agrees to fully effect the servicing transfer within 120 days following the termination of Ocwen and to make all P&I Advances that would otherwise be made by the Master Servicer under Section 8.01 as of the predecessor date of such appointment, and to reimburse Ocwen and/or the Master Servicer which for any xxxxxxxxxxxx X&X Advances they have made and any reimbursable expenses that they may have arisen under incurred in connection with this Agreement prior Section 8.02. Any proceeds received in connection with the appointment of such successor Servicer shall be the property of Ocwen or its designee. This 30-day period shall terminate immediately (i) at the close of business on the second Business Day of such 30-day period if (A) Ocwen was terminated because of an Event of Default described in Section 8.01 (a)(vii) for failing to its termination as make a required P&I Advance, and (B) Ocwen shall have failed to make (or cause to be made) such P&I Advance, or shall fail to reimburse (or cause to be reimbursed) the Master Servicer for a P&I Advance made by the Master Servicer, nor by the close of business on such second Business Day, or (ii) at the close of business on the second Business Day following the date (if any) during such 30-day period on which a P&I Advance is due to be made, if Ocwen shall any successor have failed to make (or caused to be made) such P&I Advance, or Ocwen shall have failed to reimburse (or cause to be reimbursed) the Master Servicer for such P&I Advance, by the close of business on such second Business Day. Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any acts or omissions of the predecessor Servicer Servicing Fee or for any breach differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer under this Agreement and the transactions set forth or provided for herein. Any successor Servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor Servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of its representations Certificates, (iii) have a net worth of not less than $15,000,000 and (iv) assume all the responsibilities, duties or warranties contained herein or in any related document or agreement. Pending appointment liabilities of Ocwen (other than liabilities of Ocwen hereunder incurred prior to termination of Ocwen under Section 8.01 herein) under this Agreement as if originally named as a successor party to the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the Trust.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of Subject to the following paragraph, on and after the time the a Servicer receives a notice of termination pursuant to Section 5.01termination, the Master Servicer (or other named successorthe Trustee in the event of a default by Xxxxx Fargo) shall be the successor in all respects to the such Servicer in its capacity as servicer the Servicer under this Agreement or the Servicing Agreement, as applicable, and the transactions set forth or provided for herein or therein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by Master Servicer or the Trustee (except for any representations or warranties of the related Servicer under this Agreement or the Servicing Agreement, as applicable, the responsibilities, duties and liabilities contained in Section 2.03 of this Agreement and the obligation to deposit amounts in respect of losses pursuant to Section 3.10(b) of this Agreement) by the terms and provisions hereof or shall appoint a successor including, without limitation, the related Servicer’s obligations to make P&I Advances pursuant to Section 2.06. Notwithstanding 5.03 of this Agreement or pursuant to the foregoing, (i) the parties hereto agree Servicing Agreement; provided that the Master Servicer, Trustee shall be obligated to make P&I Advances in its capacity connection with the Mortgage Loans serviced by Xxxxx Fargo in the event Xxxxx Fargo is terminated as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) hereunder; provided further that if the Master ServicerServicer or the Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, in its capacity as successor Servicer, then the Trustee or the Master Servicer shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision obligated to make P&I Advances pursuant to Section 5.03 of this Agreement or the Servicing Agreement, as applicable; and provided further, that any failure to perform such duties or responsibilities caused by the related Servicer’s failure to provide information required by Section 8.01 of this Agreement or under the Servicing Agreement shall not be construed to require considered a default by the Master ServicerTrustee or other successor servicer, acting in its capacity as successor to the Servicer hereunder; provided, however, that (1) it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed ninety (90) days) before the actual servicing functions can be fully transferred to the Trustee or any successor servicer appointed in its obligation accordance with the following provisions and (2) any failure to advance, expend perform such duties or risk its own funds responsibilities caused by the Servicer’s failure to provide information required by Section 8.01 of this Agreement shall not be considered a default by the Trustee or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverablesuccessor servicer. Subject to Section 5.02(b), as As compensation therefor, the Master Servicer Trustee or successor servicer shall be entitled to such compensation as the Servicing Fee and all funds relating to the related Mortgage Loans to which the terminated Servicer would have been entitled if it had continued to hereunder if no such notice of termination had been givenact hereunder. Notwithstanding the aboveabove and subject to the immediately following paragraph, the Master Servicer Trustee may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, act promptly appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 Person that satisfies the eligibility criteria set forth below as the successor to the terminated Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the terminated Servicer hereunder; providedunder this Agreement. Notwithstanding any provision in this Agreement to the contrary, howeverfor a period of 30 days following the date on which the Servicer shall have received a notice of termination pursuant to Section 8.01 of this Agreement, that any such institution appointed as the Servicer or its designee may appoint a successor Servicer that satisfies the eligibility criteria of a successor Servicer set forth below, which appointment shall notbe subject to the consent of the Depositor, as evidenced in writing by each Rating Agencythe Sponsor and the Trustee, adversely affect which consent shall not be unreasonably withheld or delayed; provided that such successor Servicer agrees to fully effect the then current rating of any Class of Certificates immediately prior to servicing transfer within 120 days following the termination of the terminated ServicerServicer and to make all P&I Advances that would otherwise be made by the Master Servicer under Section 8.01 as of the date of such appointment, and to reimburse the Master Servicer for any xxxxxxxxxxxx X&X Advances they have made and any reimbursable expenses that they may have incurred in connection with this Section 8.02. The Any proceeds received in connection with the appointment of a such successor Servicer shall not affect any liability be the property of the predecessor Servicer which may or its designee. This 30-day period shall terminate immediately (i) at the close of business on the second Business Day of such 30-day period if (A) the Servicer was terminated because of an Event of Default described in Section 8.01(a)(vii) for failing to make a required P&I Advance, and (B) the Servicer shall have arisen under this Agreement prior failed to its termination as make (or cause to be made) such P&I Advance, or shall fail to reimburse (or cause to be reimbursed) the Master Servicer for a P&I Advance made by the Master Servicer, nor by the close of business on such second Business Day, or (ii) at the close of business on the second Business Day following the date (if any) during such 30-day period on which a P&I Advance is due to be made, if the Servicer shall any successor have failed to make (or caused to be made) such P&I Advance, or the Servicer shall have failed to reimburse (or cause to be reimbursed) the Master Servicer for such P&I Advance, by the close of business on such second Business Day. Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any acts or omissions of the predecessor Servicer Servicing Fee or for any breach differential in the amount of the Servicing Fee or paid hereunder or under the Servicing Agreement and the amount necessary to induce any successor Servicer or successor Master Servicer to act as successor Servicer or successor Master Servicer under this Agreement or the Servicing Agreement and the transactions set forth or provided for herein. Any successor Servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor Servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $25,000,000 and (iv) assume all the responsibilities, duties or liabilities of the Servicer (other than liabilities of any the Servicer hereunder incurred prior to termination of its representations or warranties contained herein or in any related document or agreement. Pending appointment of the Servicer under Section 8.01 herein) under this Agreement as if originally named as a successor party to the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the Trust.

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or shall appoint a successor Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans, respectively) such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, which has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor of such Servicing Agreement and applicable law including the obligation to make Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Delinquency Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Group 1 Mortgage Loans and Group 2 Mortgage Loans, respectively) such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Fxxxxx Mxx and Freddie Mac approved seller/servicer in good standing, which has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.013.25 or Section 7.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 3.05, and subject to the rights of the Master Servicer to appoint a successor servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make P&I Advances and Servicing Advances, pursuant to Section 2.063.25 or Section 7.01. It is understood and acknowledged by the parties hereto that there will be a period of transition before the transfer of servicing obligations is fully effective. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity Servicer will have a period (not to exceed 90 days) to complete the transfer of all servicing data and correct or manipulate such servicing data as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) may be required by the Master Servicer, Servicer to correct any errors or insufficiencies in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require servicing data or otherwise enable the Master Servicer, acting Servicer to service the Mortgage Loans in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverableaccordance with Accepted Servicing Practices. Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act hereunder including, if no such notice of termination had been giventhe Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account which the Servicer would be entitled to receive. Notwithstanding the aboveforegoing, if the Master Servicer has become the successor to the Servicer in accordance with Section 7.01, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01, if it is otherwise unable to so act or at the written request of Certificateholders entitled to actat least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Any successor to the Servicer shall make the covenant set forth in Section 6.02(b). Any successor to the Servicer shall be an institution which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer (other than liabilities of the Servicer under Section 6.03 incurred prior to termination of the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current Agency acknowledges that its rating of any Class of the Certificates in effect immediately prior to the termination such assignment and delegation will not be qualified or reduced, as a result of the terminated Servicer. The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to Section 3.05, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to the Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the predecessor failure of the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Notwithstanding the foregoing, the parties hereto agree that the Master Servicer, in its capacity as successor servicer, immediately shall assume all of the obligations of the Servicer to make Advances and the Master Servicer will assume the other duties of the Servicer as soon as practicable, but in no event later than 90 days after the Master Servicer becomes successor servicer pursuant to the preceding paragraph. Notwithstanding the foregoing, the Master Servicer, in its capacity as successor servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. In the event that the Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, in the event that the Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall pay all reasonable out-of-pocket costs and expenses of a servicing transfer incurred by parties other than such terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the terminated Servicer (except in the case where the Master Servicer in its role as successor servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor servicer and not by the predecessor Servicer’s actions or omissions), and if such predecessor costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the terminated Servicer defaults in its obligation to pay such costscosts and expenses, such costs the same shall be paid by the Trustsuccessor servicer or the Master Servicer, in which case the successor servicer or the Master Servicer, as applicable, shall be entitled to reimbursement therefor from the Trust Fund. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 3.13.

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or shall appoint a successor Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans, respectively) such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Fannie Mae and Freddie Mac approved seller/servicer in good stanxxxx, wxxxh has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make Monthly (or shall appoint a successor P&I) Advances or Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly (or P&I) Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Group I Mortgage Loans and Group II Mortgage Loans, respectively) such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly (or P&I) Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Fannie Mae and Freddie Mac approved seller/servicer in good standixx, xxixx has a xxx xxrth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.017.01 hereof, the Master Servicer (or other named successor) shall shall, to the extent provided in Section 3.04, be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make advances pursuant to Section 2.064.01. Notwithstanding the foregoingAs compensation therefor, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor subject to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance last paragraph of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b), as compensation therefor7.01, the Master Servicer shall be entitled to such all fees, compensation as and reimbursement for costs and expenses that the terminated Servicer would have been entitled to hereunder if no such notice of termination the Servicer had been givencontinued to act hereunder. Notwithstanding the aboveforegoing, if the Master Servicer has become the successor to the Servicer in accordance with Section 7.01 hereof, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which successor shall not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as . Any successor Servicer shall notbe an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, and that is willing to service the Mortgage Loans and executes and delivers to the Depositor, the Trustee and the Master Servicer an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer (other than liabilities of the Servicer under Section 6.03 hereof incurred prior to termination of the Servicer under Section 7.01), with like effect as evidenced in writing by if originally named as a party to this Agreement; and provided further that each Rating Agency, adversely affect the then current Agency acknowledges that its rating of any Class of the Certificates in effect immediately prior to the termination such assignment and delegation will not be qualified or reduced as a result of the terminated Servicersuch assignment and delegation. The No appointment of a successor to the Servicer hereunder shall be effective until the Master Servicer shall have consented thereto and written notice of such proposed appointment shall have been provided by the Securities Administrator to each Certificateholder. The Master Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination resign as Servicer, nor shall any servicer until a successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementservicer has been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to Section 3.04 hereof, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer hereunder. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the predecessor failure of the Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such costschange of servicer and shall, and if such predecessor during the term of its service as servicer maintain in force the policy or policies that the Servicer defaults in its obligation is required to pay such costs, such costs shall be paid by the Trustmaintain pursuant to Section 6.05.

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time the Master Servicer gives, and a Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this related Servicing Agreement and the transactions set forth or provided for herein and in the Countrywide Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of the Countrywide Servicing Agreement and applicable law including the obligation to make Monthly Advances or shall appoint a successor Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingCountrywide Servicing Agreement (it being understood and agreed that if the Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the related Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Countrywide Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans), such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to a Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the terminated Servicer hereunder under the Countrywide Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to the Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to the Servicer shall not affect any liability be an institution which is a Fannie Mae and Freddie Mac approved seller/servicer in good standing, wxxxx xax x net xxxxx xf at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of the terminated Servicer which may have arisen under this Agreement incurred prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall be responsible for giving notice to the related Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as Servicer, maintain in force the policy or policies that the Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or shall appoint a successor Servicing Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as all funds relating to the terminated Mortgage Loans that the Servicer would have been entitled to hereunder charge to the Collection Account if no the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Mortgage Loans, as applicable) such notice of termination had been givenServicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Fannie Mae and Freddie Mac approved seller/servicer in good standixx, xxixx has a xxx xxrth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 120 days of after the time Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 5.017.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the such Servicer in its capacity as servicer under this the applicable Servicing Agreement and the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the such Servicer by the terms and provisions hereof or shall appoint a successor of such Servicing Agreement and applicable law including the obligation to make Advances pursuant to Section 2.06. Notwithstanding the foregoingsuch Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing do so unless a determination has been made that such funds are non-recoverableAdvance would constitute a Nonrecoverable Delinquency Advance or a Nonrecoverable Servicing Advance). Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that such compensation as the terminated Servicer would have been entitled to hereunder charge to the Collection Account if no such notice of termination Servicer had been givencontinued to act under the Servicing Agreement including, if such Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Group 1 Mortgage Loans and Group 2 Mortgage Loans, respectively) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to acta majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer under the terminated Servicer hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall not affect any liability be an institution which is a Xxxxxx Xxx and Freddie Mac approved seller/servicer in good standing, which has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the predecessor rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer which may have arisen under this Agreement incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided that each Rating Agency acknowledges that its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions rating of the predecessor Servicer Certificates in effect immediately prior to such assignment and delegation will not be qualified or for any breach by the Servicer reduced, as a result of any of its representations or warranties contained herein or in any related document or agreementsuch assignment and delegation. Pending appointment of a successor to the terminated a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to this Section 7.02, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the applicable Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor to a Servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor Servicer shall give notice to the Mortgagors of such costschange of Servicer, in accordance with applicable federal and state law, and if such predecessor shall, during the term of its service as servicer, maintain in force the policy or policies that each Servicer defaults in its obligation is required to pay such costsmaintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, such costs shall be paid by the TrustMaster Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.01termination, the Master Servicer (or other named successor) shall be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer and arising thereafter shall be assumed by the terms and provisions hereof Master Servicer (except for any representations or shall appoint a successor pursuant to Section 2.06. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations warranties of the Servicer under this Agreement, (iithe responsibilities, duties and liabilities contained in Section 2.03 and the obligation to deposit amounts in respect of losses pursuant to Section 3.10(b)) by the terms and provisions hereof including, without limitation, the Servicer's obligations to make P&I Advances pursuant to Section 5.03; provided, however, that if the Master ServicerServicer is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, in its capacity as successor Servicer, then the Master Servicer shall not be responsible for obligated to make P&I Advances pursuant to Section 5.03; and provided further, that any failure to perform such duties or responsibilities caused by the lack of Servicer's failure to provide information and/or documents that it canrequired by Section 8.01 shall not obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require considered a default by the Master Servicer, acting in its capacity Servicer as successor to the Servicer hereunder; provided, however, that (1) it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 120 days) before the actual servicing functions can be fully transferred to the Master Servicer or any successor Servicer appointed in its obligation accordance with the following provisions and (2) any failure to advance, expend perform such duties or risk its own funds or otherwise incur any financial liability in responsibilities caused by the performance of its duties hereunder if it Servicer's failure to provide information required by Section 8.01 shall have reasonable grounds for believing that such funds are non-recoverablenot be considered a default by the Master Servicer as successor to the Servicer hereunder. Subject to Section 5.02(b), as As compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicing Fee and all funds relating to the Mortgage Loans to which the Servicer would have been entitled if it had continued to hereunder if no such notice of termination had been givenact hereunder. Notwithstanding the aboveabove and subject to the immediately following paragraph, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally unable to so to act, appoint, act promptly appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 Person that satisfies the eligibility criteria set forth below as the successor to the terminated Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; providedunder this Agreement. Notwithstanding any provision in this Agreement to the contrary, howeverfor a period of 30 days following the date on which the Servicer shall have received a notice of termination pursuant to Section 8.01, that any such institution appointed as the Servicer or its designee may appoint a successor Servicer that satisfies the eligibility criteria of a successor Servicer set forth below, which appointment shall notbe subject to the consent of the Depositor, as evidenced in writing by each Rating Agencythe Seller, adversely affect the then current rating of any Class of Certificates immediately prior Master Servicer, and the Trustee, which consent shall not be unreasonably withheld or delayed; provided that such successor Servicer agrees to fully effect the servicing transfer within 120 days following the termination of the terminated ServicerServicer and to make all P&I Advances that would otherwise be made by the Master Servicer under Section 8.01 as of the date of such appointment, and to reimburse the Servicer and/or the Master Servicer for any unreimbursed P&I Advances txxx xxxx xxxx xxd any reimbursable expenses that they may have incurred in connection with this Section 8.02. The Any proceeds received in connection with the appointment of a such successor Servicer shall not affect any liability be the property of the predecessor Servicer which may or its designee. This 30-day period shall terminate immediately (i) at the close of business on the second Business Day of such 30-day period if (A) the Servicer was terminated because of an Event of Default described in Section 8.01 (a)(vii) for failing to make a required P&I Advance, and (B) the Servicer shall have arisen under this Agreement prior failed to its termination as make (or cause to be 130 made) such P&I Advance, or shall fail to reimburse (or cause to be reimbursed) the Master Servicer for a P&I Advance made by the Master Servicer, nor by the close of business on such second Business Day, or (ii) at the close of business on the second Business Day following the date (if any) during such 30-day period on which a P&I Advance is due to be made, if the Servicer shall any successor have failed to make (or caused to be made) such P&I Advance, or the Servicer shall have failed to reimburse (or cause to be reimbursed) the Master Servicer for such P&I Advance, by the close of business on such second Business Day. Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any acts or omissions of the predecessor Servicer Servicing Fee or for any breach differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to act as successor Servicer under this Agreement and the transactions set forth or provided for herein. Any successor Servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Fannie Mae and Freddie Mac appxxxxx sxxxer/sexxxxxx, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor Servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $15,000,000 and (iv) assume all the responsibilities, duties or liabilities of the Servicer (other than liabilities of any the Servicer hereunder incurred prior to termination of its representations or warranties contained herein or in any related document or agreement. Pending appointment of the Servicer under Section 8.01 herein) under this Agreement as if originally named as a successor party to the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the Trust.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.013.25 or Section 7.01, the Master Servicer (or other named successor) shall shall, subject to and to the extent provided in Section 3.05, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make P&I Advances and Servicing Advances, pursuant to Section 2.063.25 or Section 7.01. It is understood and acknowledged by the parties hereto that there will be a period of transition before the transfer of servicing obligations is fully effective. Notwithstanding the foregoing, the Master Servicer will have a period (inot to exceed 90 days) to complete the transfer of all servicing data and correct or manipulate such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise enable the Master Servicer to service the Mortgage Loans in accordance with Accepted Servicing Practices. As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act hereunder including, if the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account which the Servicer would be entitled to receive. Notwithstanding the foregoing, if the Master Servicer has become the successor to the Servicer in accordance with Section 7.01, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01, if it is otherwise unable to so act or at the written request of Certificateholders entitled to at least a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Any successor to the Servicer shall make the covenant set forth in Section 6.02(b). Any successor to the Servicer shall be an institution which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer (other than liabilities of the Servicer under Section 6.03 incurred prior to termination of the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to the Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee Rate and amounts paid to the Servicer from investments. The Master Servicer and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor to the Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Notwithstanding the foregoing, the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will shall assume all of the obligations of the Servicer under this Agreementto make Advances and the Master Servicer will assume the other duties of the Servicer as soon as practicable, (ii) but in no event later than 90 days after the Master Servicer becomes successor Servicer pursuant to the preceding paragraph. Notwithstanding the foregoing, the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require efforts. In the Master Servicer, acting in its capacity as successor to event that the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject is terminated pursuant to Section 5.02(b)7.01, as compensation therefor, the Master Servicer shall be entitled to such compensation as the terminated Servicer would have been entitled shall provide notices to hereunder if no such notice the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of termination had been givenits own out-of-pocket costs and expenses at its own expense. Notwithstanding In addition, in the aboveevent that the Servicer is terminated pursuant to Section 7.01, the Master Servicer may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of shall pay all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment reasonable out-of-pocket costs and expenses of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach servicing transfer incurred by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to parties other than the terminated Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the terminated Servicer (except in the case where the Master Servicer in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer and not by the predecessor Servicer's actions or omissions), and if such predecessor costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the terminated Servicer defaults in its obligation to pay such costscosts and expenses, such costs the same shall be paid by the Trustsuccessor Servicer or the Master Servicer, in which case the successor Servicer or the Master Servicer, as applicable, shall be entitled to reimbursement therefor from the Trust Fund. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such change of servicer and shall, during the term of its service as servicer, maintain in force the policy or policies that the Servicer is required to maintain pursuant to Section 3.13.

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.018.01, the Master Servicer (or other named successor) shall be become the successor in all respects to the Servicer in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor hereof, and applicable law including the obligation to make Advances pursuant to Section 2.06. Notwithstanding the foregoingArticle VI hereof, (i) the parties hereto agree except as otherwise provided herein; provided, however, that the Master Servicer, 's obligation to make Advances in its capacity as successor Servicer, immediately will assume all of the obligations of the Successor Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts subject to such 90 day transition period and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor Servicer will make any Advance required to be made by the terminated Servicer in its obligation on the Distribution Date on which the terminated Servicer was required to advance, expend or risk its own funds or otherwise incur any financial liability in make such Advance. Effective on the performance date of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b)notice of termination, as compensation therefor, the Master Servicer shall be entitled to such compensation as all fees, costs and expenses relating to the Mortgage Loans that the terminated Servicer would have been entitled to hereunder if no it had continued to act hereunder, provided, however, that the Master Servicer shall not be (i) liable for any acts or omissions of the terminated Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law or determines that such notice Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of termination had been giventhe terminated Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses on any Permitted Investment directed by the terminated Servicer. Notwithstanding the aboveforegoing, the Master Servicer may, if it shall be unwilling to so to act, or shall, if it is legally prohibited by applicable law from making Advances pursuant to Article VI of this Agreement or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth the appointment of which does not less than $10,000,000 adversely affect the then current rating of the Certificates by each Rating Agency as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however. Any Successor Servicer shall (i) be an institution that is a Fannie Mae and Freddie Xxx xpxxxved sxxxxx/xervicer in good standing, that any such institution appointed has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of the Mortgage Loans under this Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer (other than any liabilities of the terminated Servicer hereof incurred prior to termination of the Servicer under Section 8.01), with like effect as if originally named as a party to this Agreement, provided that each Rating Agency shall not, as evidenced have acknowledged in writing by each Rating Agency, adversely affect the then current that its rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the termination Master Servicer assumes the duties and responsibilities of the terminated Servicer. The appointment of a successor Servicer in accordance with this Section 8.02, the Master Servicer shall not affect any liability of the predecessor resign as servicer until a Successor Servicer which may have arisen under this Agreement prior to its termination as Servicer, nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementhas been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided abovethat no such compensation shall be in excess of that permitted the terminated Servicer hereunder. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer or the Trustee, as applicable, nor any other Successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Master Servicer in connection with the termination of the Servicer, appointment of a Successor Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer or the Successor Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the predecessor terminated Servicer upon presentation of reasonable documentation as may be required herein, shall be payable to the Master Servicer from the Distribution Account pursuant to Section 3.32. Any successor to the terminated Servicer as successor servicer under this Agreement shall give notice to the applicable Mortgagors of such costschange of servicer and shall, and if such predecessor during the term of its service as successor servicer maintain in force the policy or policies that the terminated Servicer defaults in its obligation is required to pay such costs, such costs shall be paid by the Trustmaintain pursuant to Section 3.05(b).

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of From the time the Servicer (and the Indenture Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 5.016.01, the Master Servicer (or such other named successorsuccessor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement (the "Successor Servicer") and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor pursuant to Section 2.06arising on and after its succession. Notwithstanding the foregoing, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreementto make Advances subject to Section 4.01. Notwithstanding the foregoing, (ii) the Master Servicer, in its capacity as successor Servicer, Successor Servicer shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts efforts. It is understood and agreed by the parties hereto that there will be a period of transition (iiinot to exceed 90 days) under no circumstances shall any provision before the transition of this Agreement be construed to require the Master Servicer, acting in its capacity as successor to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverableservicing obligations is fully effective. Subject to Section 5.02(b), as As compensation therefor, the Master Successor Servicer shall be entitled to such compensation as the terminated Servicer would have been entitled to hereunder if no such notice of termination or resignation had been given. Notwithstanding the above, the Master Servicer may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as successor Servicer shall not, as evidenced in writing by each Rating Agency, adversely affect the then current rating of any Class of Certificates immediately prior to the termination of the terminated Servicer. The appointment of a successor the Successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as ServicerServicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Successor Servicer pursuant to Section 3.06, nor shall any successor Successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the such Servicer of any of its representations or warranties contained herein or in any related document or agreement. Pending appointment of a successor to the terminated The Successor Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall act in such capacity as provided above. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the Successor Servicer (in which case the Successor Servicer shall be entitled to reimbursement therefor from the assets of the Trust). Notwithstanding the above, (a) if the Master Servicer is to act as successor servicer and is legally unable so to act, the Indenture Trustee shall act as Successor Servicer and (b) if the Indenture Trustee is to act as successor servicer and (i) if the Indenture Trustee is unwilling to act as Successor Servicer or (ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee shall appoint (with the consent of the Majority Certificateholder) or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Notes by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Indenture Trustee is prohibited by law from so acting, the Indenture Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Indenture Trustee and such successor shall agree, not to exceed the Servicing Fee).

Master Servicer to Act; Appointment of Successor. (a) Within 90 days of On and after the time the Servicer receives a notice of termination pursuant to Section 5.016.01 hereof, the Master Servicer (or other named successor) shall shall, when and to the extent provided in Section 3.04, be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof or shall appoint a successor and applicable law including the obligation to make advances pursuant to Section 2.064.01. Notwithstanding the foregoingAs compensation therefor, (i) the parties hereto agree that the Master Servicer, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer under this Agreement, (ii) the Master Servicer, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts and (iii) under no circumstances shall any provision of this Agreement be construed to require the Master Servicer, acting in its capacity as successor subject to the Servicer in its obligation to advance, expend or risk its own funds or otherwise incur any financial liability in the performance last paragraph of its duties hereunder if it shall have reasonable grounds for believing that such funds are non-recoverable. Subject to Section 5.02(b), as compensation therefor6.01, the Master Servicer shall be entitled to such all fees, compensation as and reimbursement for costs and expenses that the terminated Servicer would have been entitled to hereunder if no such notice of termination the Servicer had been givencontinued to act hereunder. Notwithstanding the aboveforegoing, if the Master Servicer has become the successor to the Servicer in accordance with Section 6.01 hereof, the Master Servicer may, if it shall be unwilling to so to act, or shall, if 41 it is legally prohibited by applicable law from making Advances pursuant to Section 4.01 hereof or if it is otherwise unable to so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance mortgage loan servicing institution having a net worth of not less than $10,000,000 as the successor to the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, however, that any such institution appointed as . Any successor Servicer shall notbe an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, as evidenced in writing that has a net worth of at least $15,000,000, and that is willing to service the Mortgage Loans and executes and delivers to the Master Servicer an agreement accepting such delegation and assignment, that contains an assumption by each Rating Agencysuch Person of the rights, adversely affect powers, duties, responsibilities, obligations and liabilities of the then current rating Servicer (other than liabilities of any Class of Certificates immediately the Servicer under Section 5.03 hereof incurred prior to the termination of the terminated ServicerServicer under Section 6.01), with like effect as if originally named as a party to this Agreement. The No appointment of a successor to the Servicer hereunder shall be effective until the Master Servicer shall have consented thereto and written notice of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination resign as Servicer, nor shall any servicer until a successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreementservicer has been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, the Master Servicer shall shall, subject to Section 3.04 hereof, act in such capacity as provided abovehereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer hereunder. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs Neither the Master Servicer nor any other successor servicer shall be paid deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the predecessor failure of the Servicer upon presentation of reasonable documentation to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor to the Servicer as servicer shall give notice to the Mortgagors of such costschange of servicer and shall, and if such predecessor during the term of its service as servicer maintain in force the policy or policies that the Servicer defaults in its obligation is required to pay such costs, such costs shall be paid by the Trustmaintain pursuant to Section 5.05.