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

Master Servicer to Act; Appointment of Successor. On and after the time Wilshire receives a notice of termination pursuant to Section 15.01 hereof, the Master Servicer shall, when and to the extent provided in Section 13.04, be the successor to 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 Wilshire by the terms and provisions hereof and applicable law including the obligation to make advances pursuant to Section 13.22. As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses that Wilshire would have been entitled to hereunder if Wilshire had continued to act hereunder. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 13.22 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution as the successor to 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 under Section 14.03 hereof incurred prior to termination of the Servicer under Section 15.01), with like effect as if originally named as a party to this Agreement. 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to Wilshire hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 13.04 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 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. 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 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 change of servicer and shall, during the term of its service as servicer maintain in force the policy or policies that Wilshire is required to maintain pursuant to Section 14.05.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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, Group II Mortgage Loans and Group III Mortgage Loans, respectively) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved sellerxxxxxr/servicer in good xxrvicex xx xxod standing, that which has a net worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standingstandixx, that xxixx has a net worth xxx xxrth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and after the time Wilshire a Servicer receives a notice of termination pursuant to Section 15.01 hereof8.01 of this Agreement or pursuant to the Servicing Agreement, the Master Servicer shallor, when and to if Wxxxx Fargo is the extent provided in Section 13.04defaulting Servicer, be the Trustee shall become the successor to Wilshire in its capacity as servicer under this Agreement and such Servicer 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 Wilshire the terminated Servicer by the terms and provisions hereof or the Servicing Agreement, as applicable, and applicable law including the obligation to make advances Advances pursuant to Section 13.22Article V hereof or the Servicing Agreement, as applicable, except as otherwise provided herein or therein; provided, however, that the Master Servicer’s or the Trustee’s obligation to make Advances in its capacity as Successor Servicer shall not be subject to such 90-day transition period and the Master Servicer or the Trustee, as applicable, will make any Advance required to be made by the terminated Servicer on the Distribution Date on which the terminated Servicer was required to make such Advance. As Effective on the date of such notice of termination, as compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer or the Trustee, as applicable, shall be entitled to all fees, compensation and reimbursement for costs and expenses relating to the related Mortgage Loans that Wilshire the terminated Servicer would have been entitled to hereunder if Wilshire it had continued to act hereunderhereunder or under the Servicing Agreement, as applicable, provided, however, that neither the Master Servicer nor the Trustee shall 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 Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of the 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 foregoing, if the Master Servicer has become or the successor to Wilshire in accordance with Section 15.01 hereofTrustee, the Master Servicer as applicable, may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 13.22 hereof Article VI of this Agreement or if it is otherwise unable to so act, 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 Wilshire the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereunderthe terminated Servicer hereunder or under the Servicing Agreement. Any successor to Wilshire Successor Servicer shall (i) be an institution that is a Xxxxxx Xxx Fxxxxx Mxx and Xxxxxxx Fxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,00015,000,000 and (ii) be willing to act as successor servicer of the related Mortgage Loans under this Agreement or under the Servicing Agreement, and that is willing to service the Mortgage Loans shall have executed and executes and delivers delivered to the Master Servicer 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 Wilshire the terminated Servicer (other than any liabilities of the terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.018.01 of this Agreement or under the Servicing Agreement, as 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 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. No appointment of a successor to Wilshire hereunder shall be effective until If the Master Servicer shall have consented thereto or the Trustee assumes the duties and written notice responsibilities of such proposed appointment shall have been provided by the terminated Servicer in accordance with this Section 8.02, the Master Servicer to each Certificateholder. The Master Servicer or the Trustee, as applicable, shall not resign as servicer until a successor servicer Successor Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to Wilshire hereunderthe terminated Servicer hereunder or under this Servicing Agreement, the Master ServicerServicer or the Trustee, as applicable, unless the Master Servicer such party is prohibited by law from so acting, shall, subject to Section 13.04 hereof, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer or the Trustee, as applicable, 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, however, provided that no such compensation shall be in excess of that permitted Wilshire hereunderthe terminated Servicer hereunder or under this Servicing Agreement. The Master Servicer or the Trustee, as applicable and such successor 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 servicer 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 Wilshire 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 or the Trustee, as applicable, 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 or the Trustee, as applicable, 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 related Mortgage Loans properly and effectively, to the extent not paid by the terminated Servicer as may be required herein shall be payable to the Master Servicer or the Trustee, as applicable, from the Distribution Account pursuant to Section 3.32. Any successor to Wilshire the terminated Servicer as successor servicer under this Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that Wilshire the terminated Servicer is required to maintain pursuant to Section 14.053.05 of this Agreement or pursuant to the Servicing Agreement. Notwithstanding the foregoing, if a Servicer Default with respect to Ocwen occurs, Ocwen 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 Sponsor, the 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 Ocwen 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 uxxxxxxxxxxx X&X Advances they have made and any reimbursable expenses that they may have incurred in connection with this 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)(I)(i) for failing to make a required Advance pursuant to section 5.01, and (B) Ocwen 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 Master 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 Ocwen shall have failed to make (or caused to be made) such Advance, or Ocwen 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. Notwithstanding anything herein to the contrary, in no event shall the Trustee be liable for any Master Servicing Fee or Servicing Fee or for any differential in the amount of the Master Servicing Fee or Servicing Fee paid hereunder or under the Servicing Agreement, as applicable, and the amount necessary to induce any successor master servicer or successor servicer to act as successor master servicer or successor servicer under this Agreement or the Servicing Agreement, as applicable, and the transactions set forth or provided for herein.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standing, that has xxxxh xxs a net worth nxx xxxxh of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and after the time Wilshire the Servicer receives a notice of termination pursuant to Section 15.01 hereof3.24 or Section 7.01, subject to the third paragraph of this Section 7.02, the Master Servicer shall, when subject to and to the extent provided in Section 13.043.24, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof and applicable law including the obligation to make advances P&I Advances and Servicing Advances pursuant to Section 13.224.01. As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account or the Distribution Account if Wilshire the Servicer had continued to act hereunderhereunder including, if the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account and the Distribution Account. The predecessor Servicer shall pay all costs and expenses incurred in connection with a transfer of servicing in the event of termination of the Servicer for cause to a successor Servicer. In the event the full costs associated with the transition of servicing responsibilities to the Master Servicer are not paid by the predecessor Servicer, such costs shall be paid by the Trust. Notwithstanding the foregoing, if the Master Servicer has become the successor to Wilshire the Servicer in accordance with Section 15.01 hereof7.01, the Master Servicer Servicer, as applicable, 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 13.22 hereof or 4.01, if it is otherwise unable to so act, or at the direction of Holders holding 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 Wilshire the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire the Servicer hereunder. Any successor to Wilshire the Servicer shall be an institution that which is a Xxxxxx Xxx Mae and Xxxxxxx Mac FHLMC approved seller/servicer in good standing, that has a net worth of at least $15,000,000, and that which is willing to service the Mortgage Loans and which executes and delivers to the Master Servicer Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire the Servicer (other than liabilities of the Servicer under Section 14.03 hereof 6.03 incurred prior to termination of the Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire 146 the Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 13.04 hereof3.05, 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 serviced by such predecessor Servicer as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer 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 Wilshire the predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. If no successor Servicer meeting such qualifications shall have been approved by the Depositor within 30 days after the giving of such notice or resignation, the Master Servicer may petition any court of competent jurisdiction for the appointment of a successor Servicer meeting the qualifications set forth in Section 7.02. Notwithstanding any provision in this Agreement to the contrary, prior to the 20th day following the notice of termination of the Servicer, the terminated Servicer may appoint a successor Servicer that satisfies the eligibility criteria of a successor Servicer set forth in this Section 7.02; provided any successor Servicer hereunder agrees to fully effect the servicing transfer within 30 days following the termination of the predecessor Servicer and to make all P&I Advances, Servicing Advances and payments pursuant to Section 7.01(a) that would otherwise be made by the Servicer under this Section 7.02 as of the date of such appointment and prior thereto, the terminated Servicer makes all P&I Advances, Servicing Advances and payments pursuant to Section 7.02; provided, however, that, in the event that such terminated Servicer does not make such P&I Advances, Servicing Advances or payments under Section 7.01(a), the provisions of this paragraph shall not apply; otherwise the Master Servicer shall appoint a successor Servicer as otherwise set forth in this Section 7.02. Any proceeds received in connection with the appointment of such successor Servicer shall be the property of the terminated Servicer or its designee. Any successor to Wilshire the 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 servicer, maintain in force the policy or policies that Wilshire the Servicer is required to maintain pursuant to Section 14.053.13.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that which has a net worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standingstanxxxx, that wxxxh has a net worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standingstandxxx, that xhxxx has a net worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 13.04 hereof9.01, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and after the time Wilshire a Servicer receives a notice of termination pursuant to Section 15.01 hereof8.01 of this Agreement or pursuant to the Servicing Agreement, the Master Servicer shallor, when and to if Xxxxx Fargo is the extent provided in Section 13.04defaulting Servicer, be the Trustee shall become the successor to Wilshire in its capacity as servicer under this Agreement and such Servicer 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 Wilshire the terminated Servicer by the terms and provisions hereof or the Servicing Agreement, as applicable, and applicable law including the obligation to make advances Advances pursuant to Section 13.22Article V hereof or the Servicing Agreement, as applicable, except as otherwise provided herein or therein; provided, however, that the Master Servicer’s or the Trustee’s obligation to make Advances in its capacity as Successor Servicer shall not be subject to such 90-day transition period and the Master Servicer or the Trustee, as applicable, will make any Advance required to be made by the terminated Servicer on the Distribution Date on which the terminated Servicer was required to make such Advance. As Effective on the date of such notice of termination, as compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer or the Trustee, as applicable, shall be entitled to all fees, compensation and reimbursement for costs and expenses relating to the related Mortgage Loans that Wilshire the terminated Servicer would have been entitled to hereunder if Wilshire it had continued to act hereunderhereunder or under the Servicing Agreement, as applicable, provided, however, that neither the Master Servicer nor the Trustee shall 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 Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of the 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 foregoing, if the Master Servicer has become or the successor to Wilshire in accordance with Section 15.01 hereofTrustee, the Master Servicer as applicable, may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 13.22 hereof Article VI of this Agreement or if it is otherwise unable to so act, 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 Wilshire the terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereunderthe terminated Servicer hereunder or under the Servicing Agreement. Any successor to Wilshire 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 $15,000,00015,000,000 and (ii) be willing to act as successor servicer of the related Mortgage Loans under this Agreement or under the Servicing Agreement, and that is willing to service the Mortgage Loans shall have executed and executes and delivers delivered to the Master Servicer 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 Wilshire the terminated Servicer (other than any liabilities of the terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.018.01 of this Agreement or under the Servicing Agreement, as 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 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. No appointment of a successor to Wilshire hereunder shall be effective until If the Master Servicer shall have consented thereto or the Trustee assumes the duties and written notice responsibilities of such proposed appointment shall have been provided by the terminated Servicer in accordance with this Section 8.02, the Master Servicer to each Certificateholder. The Master Servicer or the Trustee, as applicable, shall not resign as servicer until a successor servicer Successor Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to Wilshire hereunderthe terminated Servicer hereunder or under this Servicing Agreement, the Master ServicerServicer or the Trustee, as applicable, unless the Master Servicer such party is prohibited by law from so acting, shall, subject to Section 13.04 hereof, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer or the Trustee, as applicable, 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, however, provided that no such compensation shall be in excess of that permitted Wilshire hereunderthe terminated Servicer hereunder or under this Servicing Agreement. The Master Servicer or the Trustee, as applicable and such successor 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 servicer 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 Wilshire 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 or the Trustee, as applicable, 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 or the Trustee, as applicable, 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 related Mortgage Loans properly and effectively, to the extent not paid by the terminated Servicer as may be required herein shall be payable to the Master Servicer or the Trustee, as applicable, from the Distribution Account pursuant to Section 3.32. Any successor to Wilshire the terminated Servicer as successor servicer under this Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that Wilshire the terminated Servicer is required to maintain pursuant to Section 14.053.05 of this Agreement or pursuant to the Servicing Agreement. Notwithstanding the foregoing, if a Servicer Default with respect to Ocwen occurs, Ocwen 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 Sponsor, the 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 Ocwen 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. 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)(I)(i) for failing to make a required Advance pursuant to section 5.01, and (B) Ocwen 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 Master 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 Ocwen shall have failed to make (or caused to be made) such Advance, or Ocwen 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. Notwithstanding anything herein to the contrary, in no event shall the Trustee be liable for any Master Servicing Fee, Servicing Fee or Credit Risk Manager Fee or for any differential in the amount of the Master Servicing Fee, Servicing Fee or Credit Risk Manager Fee paid hereunder or under the Servicing Agreement, as applicable, and the amount necessary to induce any successor master servicer or successor servicer to act as successor master servicer or successor servicer under this Agreement or the Servicing Agreement, as applicable, and the transactions set forth or provided for herein.

Master Servicer to Act; Appointment of Successor. On and after the time Wilshire the Servicer receives a notice of termination pursuant to Section 15.01 hereof8.01, the Master Servicer shall, when and to the extent provided in Section 13.04, be Trustee shall become the successor to Wilshire in its capacity as servicer under this Agreement and the Servicer 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 Wilshire the Servicer by the terms and provisions hereof and applicable law including of the Servicing Agreement, including, the obligation to make advances pursuant Advances, except as otherwise provided herein; provided, however, that the Trustee’s obligation to Section 13.22make Advances in its capacity as Successor Servicer shall not be subject to such 90 day transition period and the Trustee will make any Advance required to be made by the terminated Servicer on the Distribution Date on which the terminated Servicer was required to make such Advance. As Effective on the date of such notice of termination, as compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer Trustee shall be entitled to all fees, compensation and reimbursement for costs and expenses relating to the Mortgage Loans that Wilshire the terminated Servicer would have been entitled to hereunder if Wilshire it had continued to act hereunderas Servicer under the Servicing Agreement, provided, however, that the Trustee 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 Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of the terminated Servicer or (iv) obligated to deposit losses on any Permitted Investment directed by the terminated Servicer. Notwithstanding the foregoing, if the Master Servicer has become the successor to Wilshire in accordance with Section 15.01 hereof, the Master Servicer Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 13.22 hereof this Agreement or if it is otherwise unable to so act, 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 Wilshire hereunder the Servicer under the Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereunderthe Servicer under the Servicing Agreement. Any successor to Wilshire Successor Servicer shall (i) be an institution that is a Xxxxxx Xxx Fxxxxx Mxx and Xxxxxxx Fxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, 15,000,000 and that is (ii) be willing to service act as Successor Servicer of the Mortgage Loans under the Servicing Agreement, and executes shall have executed and delivers delivered to the Master Servicer 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 Wilshire the terminated Servicer (other than any liabilities of the terminated Servicer under Section 14.03 hereof incurred prior to termination of the Servicer under Section 15.01the Servicing Agreement), with like effect as if originally named as a party to this the Servicing Agreement. No appointment of a successor to Wilshire hereunder shall be effective until the Master Servicer , provided that each Rating Agency shall have consented thereto acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and written notice delegation will not be qualified or reduced as a result of such proposed appointment shall have been provided by assignment and delegation. If the Master Trustee assumes the duties and responsibilities of the terminated Servicer to each Certificateholder. The Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as servicer Servicer until a successor servicer Successor Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to Wilshire the terminated Servicer hereunder, the Master ServicerTrustee, unless the Master Servicer Trustee is prohibited by law from so acting, shall, subject to Section 13.04 hereof, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer Trustee 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, however, provided that no such compensation shall be in excess of that permitted Wilshire hereunderthe terminated Servicer under the Servicing Agreement. The Master Servicer Trustee and such successor shall take such action, consistent with this Agreement and the Servicing Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer Trustee nor any other successor servicer 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 Wilshire 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 Trustee 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 Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Servicer as may be required herein shall be payable to the Trustee from the Distribution Account pursuant to Section 3.31. Any successor to Wilshire the terminated Servicer as servicer Successor Servicer under the Servicing Agreement shall give notice to the applicable Mortgagors of such change of servicer the Servicer and shall, during the term of its service as servicer Successor Servicer maintain in force the policy or policies that Wilshire the terminated Servicer is required to maintain pursuant to the Servicing Agreement. On and after the time the Master Servicer receives a notice of termination, the Trustee shall be the successor in all respects to the Master Servicer (and, if applicable, the Securities Administrator) in its capacity as Master Servicer (and, if applicable, the Securities Administrator) under this Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Trustee (except for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 14.052.3 and the obligation to deposit amounts in respect of losses pursuant to Section 3.22(c)) by the terms and provisions hereof. As compensation therefor, the Trustee shall be entitled to and all funds relating to the Loans, investment earnings on the Distribution Account and all other remuneration to which the Master Servicer would have been entitled if it had continued to act hereunder. Notwithstanding the above and subject to the immediately following paragraph, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates evidencing, in aggregate, not less than 51% of the Certificate Principal Balance of the Certificates so request in writing promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $25,000,000, as the successor to the Master Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. No appointment of a successor to the Master Servicer (and, if applicable, the Securities Administrator) under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s (and, if applicable, the Securities Administrator’s) responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer (and, if applicable, the Securities Administrator) as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the Master Servicer (and, if applicable, the Securities Administrator) under this Agreement, the Trustee shall act in such capacity as hereinabove provided. The transition costs and expenses incurred by the Trustee in connection with the replacement of the Master Servicer (and, if applicable, the Securities Administrator) shall be reimbursed out of the Trust Fund.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire the Servicer in its capacity as servicer under this the 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if the Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standingstandixx, that xxixx has a net worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire the Servicer is required to maintain pursuant to Section 14.05the Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standing, that which has a net worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire the applicable Servicer in its capacity as servicer under this the related 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 Wilshire such Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if such Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire such Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire such Servicer had continued to act hereunderunder the applicable Servicing Agreement including, if such Servicer was receiving the Servicing Fee at the applicable Servicing Fee Rate set forth in the related Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Group I Mortgage Loans, Group II Mortgage Loans, Group III Mortgage Loans and Group IV Mortgage Loans, respectively) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the related Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fxxxxx Mxx and Xxxxxxx Freddie Mac approved seller/servicer in good standing, that which has a net worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe applicable 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire the applicable Servicer is required to maintain pursuant to Section 14.05the related Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standingstanxxxx, that wxxxh has a net x xxx worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standing, that which has a net worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standingstandixx, that xxixx has a net worth xxx xxrth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) On and after the time Wilshire a Servicer receives a notice of termination pursuant to Section 15.01 hereoftermination, the Master Servicer shall, when and to or other successor Servicer as appointed by the extent provided in Section 13.04, Trustee shall be the successor in all respects to Wilshire such Servicer in its capacity as servicer a 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 Wilshire and arising thereafter shall be assumed by the Master Servicer or such successor Servicer (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 and applicable including, without limitation, the related Servicer’s obligations to make P&I Advances pursuant to Section 5.03 of this Agreement or pursuant to the Servicing Agreement; provided that the Trustee shall be obligated to make P&I Advances in connection with the Xxxxx Fargo Mortgage Loans in the event Xxxxx Fargo is terminated as Servicer hereunder; provided, further, that if the Master Servicer or other successor servicer, is prohibited by law including the obligation or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Master Servicer or other successor servicer shall not be obligated to make P&I Advances pursuant to Section 13.225.03 of this Agreement or pursuant to the Servicing Agreement; 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 considered a default by the Master Servicer as successor to such 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 accordance with the following provisions and (2) 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 considered a default by the Master Servicer as successor to such Servicer. As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer or other successor servicer, as applicable, shall be entitled to the Servicing Fee and all fees, compensation and reimbursement for costs and expenses that Wilshire funds relating to the Mortgage Loans to which the terminated Servicer would have been entitled to hereunder if Wilshire it had continued to act hereunderhereunder or under the Servicing Agreement. Notwithstanding the foregoing, if above and subject to the Master Servicer has become the successor to Wilshire in accordance with Section 15.01 hereofimmediately following paragraph, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 13.22 hereof or if it is otherwise unable to so act, appoint, act promptly appoint or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution a Person that satisfies the eligibility criteria set forth below as the successor to Wilshire hereunder the terminated Servicer under this Agreement or under the Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereunderthe related Servicer under this Agreement or under the Servicing Agreement. Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder or under the Servicing Agreement and the amount necessary to induce any successor Servicer to act as successor Servicer under this Agreement or the Servicing Agreement and the transactions set forth or provided for herein. Any successor to Wilshire shall 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 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 good standingthe reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, that has (iii) have a net worth of at least not less than $15,000,00025,000,000 and (iv) assume all the responsibilities, 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 duties or liabilities of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire related Servicer (other than liabilities of the related Servicer under Section 14.03 hereof hereunder incurred prior to termination of the related Servicer under Section 15.01), with like effect 8.01 herein) under this Agreement as if originally named as a party to this Agreement. 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to Wilshire hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 13.04 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 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. 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 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 change of servicer and shall, during the term of its service as servicer maintain in force the policy or policies that Wilshire is required to maintain pursuant to Section 14.05.

Master Servicer to Act; Appointment of Successor. On and after the time Wilshire the Master Servicer or a Servicer receives a notice of termination pursuant to Section 15.01 8.01 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 shall(in the case of a Servicer other than Banco Popular or R&G Mortgage), when and to the extent provided Back-up Servicer (in Section 13.04, the case of R&G Mortgage) shall be the successor in all respects to Wilshire 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 Wilshire 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 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 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 law including successor Servicer; provided further, that during such period of transition Xxxxx Fargo, if R&G Mortgage is the obligation Replaced Servicer, and SPS, if Banco Popular is the Replaced Servicer, as successor Servicer, shall continue to make advances pursuant to Section 13.22all required Compensating Interest Payments and Advances. As compensation therefor, subject to the last paragraph of Section 15.01Trustee, the Back-up Servicer or the Master Servicer Servicer, as applicable, shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Master Servicer or related Servicer (the “Replaced Servicer”) would have been entitled to hereunder charge to the related Collection Account if Wilshire the Replaced Servicer had continued to act hereunderhereunder (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, the Back-up Servicer or the Master Servicer Servicer, as applicable, has become the successor to Wilshire a Replaced Servicer, in accordance with this Section 15.01 hereof8.02, the Trustee, , the Back-up Servicer or the Master Servicer Servicer, as applicable, may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 13.22 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution institution, the appointment of which does not adversely affect the then current rating of the Certificates (without regard to the Policy), as the successor to Wilshire the Master Servicer or a Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereunder. Any the Master Servicer or such Servicer, as applicable, provided that such 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 assignmentor the Servicer, that contains an assumption by such Person of the rightsas applicable, powers, duties, responsibilities, obligations and liabilities of Wilshire (other than liabilities of the Servicer under Section 14.03 hereof incurred prior shall not be deemed to termination of the Servicer under Section 15.01), with like effect have made any representation or warranty as if originally named as a party to this Agreement. 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 any Mortgage Loan made by the Master Servicer to each Certificateholder. The Master Servicer shall not resign or the related Servicer, as servicer until a successor servicer has been appointed and has accepted such appointmentapplicable. Pending appointment of a successor to Wilshire the Master Servicer or a Servicer, as applicable, hereunder, the Trustee or the Master Servicer, as applicable, unless the Master Servicer such party is prohibited by law from so acting, shall, subject to Section 13.04 hereof, shall act in such capacity as hereinabove providedprovided herein. In connection with such appointment and assumption, the Trustee, the Back-up Servicer or the Master Servicer 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 Wilshire the Replaced Servicer, hereunder. The Trustee, 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. Neither None of the Trustee, the Back-up Servicer or 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 caused by the failure of a Replaced Servicer to performdeliver, or any delay in performingdelivering, any duties or responsibilities hereunder, in either case caused by the failure of Wilshire to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. A Replaced Servicer that has been terminated shall, at the request of the Trustee, the , the Back-up Servicer or the Master Servicer, as applicable, but at the expense of such Replaced 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 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 successor for administration by it of all cash amounts which shall at the time be credited by such Servicer 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 Wilshire a 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 Wilshire such Servicer is required to maintain pursuant to Section 14.053.09(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 amount to the Master Servicer within thirty (30) days of such notice, the Master Servicer shall be entitled to reimbursement of those amounts 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 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 public recording office in which such assignment was recorded.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standing, that which has a net worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standingstandinx, that has xxxcx xas a net worth xxx xxxth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and after the time Wilshire the Servicer receives a notice of termination pursuant to Section 15.01 hereof3.24 or Section 7.01, subject to the third paragraph of this Section 7.02, the Master Servicer shall, when subject to and to the extent provided in Section 13.043.24, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof and applicable law including the obligation to make advances P&I Advances and Servicing Advances pursuant to Section 13.224.01. As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account or the Distribution Account if Wilshire the Servicer had continued to act hereunderhereunder including, if the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account and the Distribution Account. The predecessor Servicer shall pay all costs and expenses incurred in connection with a transfer of servicing in the event of termination of the Servicer for cause to a successor Servicer. In the event the full costs associated with the transition of servicing responsibilities to the Master Servicer are not paid by the predecessor Servicer, such costs shall be paid by the Trust. Notwithstanding the foregoing, if the Master Servicer has become the successor to Wilshire the Servicer in accordance with Section 15.01 hereof7.01, the Master Servicer Servicer, as applicable, 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 13.22 hereof or 4.01, if it is otherwise unable to so act, or at the direction of Holders holding 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 Wilshire the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire the Servicer hereunder. Any successor to Wilshire the Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000, and that is wxxxx xs willing to service xx xxxvice the Mortgage Loans and which executes and delivers to the Master Servicer Depositor and the Trustee an agreement accepting such delegation and assignment, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire the Servicer (other than liabilities of the Servicer under Section 14.03 hereof 6.03 incurred prior to termination of the Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire the Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 13.04 hereof3.05, 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 serviced by such predecessor Servicer as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer 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 Wilshire the predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. If no successor Servicer meeting such qualifications shall have been approved by the Depositor within 30 days after the giving of such notice or resignation, the Master Servicer may petition any court of competent jurisdiction for the appointment of a successor Servicer meeting the qualifications set forth in Section 7.02. Notwithstanding any provision in this Agreement to the contrary, prior to the 20th day following the notice of termination of the Servicer, the terminated Servicer may appoint a successor Servicer that satisfies the eligibility criteria of a successor Servicer set forth in this Section 7.02; provided any successor Servicer hereunder agrees to fully effect the servicing transfer within 30 days following the termination of the predecessor Servicer and to make all P&I Advances, Servicing Advances and payments pursuant to Section 7.01(a) that would otherwise be made by the Servicer under this Section 7.02 as of the date of such appointment and prior thereto, the terminated Servicer makes all P&I Advances, Servicing Advances and payments pursuant to Section 7.02; provided, however, that, in the event that such terminated Servicer does not make such P&I Advances, Servicing Advances or payments under Section 7.01(a), the provisions of this paragraph shall not apply; otherwise the Master Servicer shall appoint a successor Servicer as otherwise set forth in this Section 7.02. Any proceeds received in connection with the appointment of such successor Servicer shall be the property of the terminated Servicer or its designee. Any successor to Wilshire the 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 servicer, maintain in force the policy or policies that Wilshire the Servicer is required to maintain pursuant to Section 14.053.13.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and a Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of the Countrywide Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22the Countrywide Servicing Agreement (it being understood and agreed that if the Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof a Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder the Servicer under the Countrywide Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereunderthe Servicer. No such appointment of a successor to the Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire the Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standing, that has a wxxxx xax x net worth of xxxxx xf at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the terminated Servicer under Section 14.03 hereof incurred prior to termination of the Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give be responsible for giving notice to the related Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer Servicer, maintain in force the policy or policies that Wilshire the Servicer is required to maintain pursuant to Section 14.05the Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Delinquency Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx and Xxxxxxx Freddie Mac approved seller/servicer in good standing, that which has a net worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and after the time Wilshire the Master Servicer receives a notice of termination pursuant to Section 15.01 8.01 hereof, the Master Servicer shall, when and resigns pursuant to Section 7.04 hereof or the Servicer receives a notice of termination pursuant to the extent provided Servicing Agreement or Section 8.01 hereof, subject to the provisions of Section 3.04 hereof, the Trustee (in Section 13.04the case of the Master Servicer), or the Master Servicer (in the case of the Servicer), shall be the successor in all respects to Wilshire the Master Servicer or the Servicer, as applicable, in its capacity as servicer Master Servicer or the 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 Wilshire the Master Servicer or the Servicer by the terms and provisions hereof hereof, provided that the Trustee or the Master Servicer, as applicable, shall not be deemed to have made any representation or warranty as to any Mortgage Loan made by the Master Servicer or the Servicer and applicable law including shall not effect any repurchases or substitutions of any Mortgage Loan; and provided, further, that it is understood and acknowledged by the obligation 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 Servicer and that during such period of transition Xxxxx Fargo, as successor Servicer, shall continue to make advances pursuant to Section 13.22all required Compensating Interest Payments and Advances. As compensation therefor, subject to the last paragraph of Section 15.01, Trustee or the Master Servicer Servicer, as applicable, shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Master Servicer or the Servicer (the “Replaced Servicer”) would have been entitled to hereunder charge to the related Custodial Account if Wilshire the Replaced Servicer had continued to act hereunderhereunder (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, if the Trustee or the Master Servicer Servicer, as applicable, has become the successor to Wilshire a Replaced Servicer in accordance with this Section 15.01 hereof8.02, the Trustee or the Master Servicer Servicer, as applicable, may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 13.22 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution institution, the appointment of which does not adversely affect the then current rating of the Certificates (without regard to the Certificate Insurance Policy), as the successor to Wilshire the Master Servicer or the Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereunder. Any the Master Servicer or the Servicer, as applicable, provided that such 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 assignmentor the Servicer, that contains an assumption by such Person of the rightsas applicable, powers, duties, responsibilities, obligations and liabilities of Wilshire (other than liabilities of the Servicer under Section 14.03 hereof incurred prior shall not be deemed to termination of the Servicer under Section 15.01), with like effect have made any representation or warranty as if originally named as a party to this Agreement. 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 any Mortgage Loan made by the Master Servicer to each Certificateholder. The Master Servicer shall not resign or the Servicer, as servicer until a successor servicer has been appointed and has accepted such appointmentapplicable. Pending appointment of a successor to Wilshire the Master Servicer or the Servicer, as applicable, hereunder, the Trustee or the Master Servicer, as applicable, unless the Master Servicer such party is prohibited by law from so acting, shall, subject to Section 13.04 hereof, shall act in such capacity as hereinabove providedprovided herein. In connection with such appointment and assumption, the Trustee or the Master Servicer 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 Wilshire 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. Neither None of 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, any distribution hereunder or any portion thereof or any caused by the failure of a Replaced Servicer to performdeliver, or any delay in performingdelivering, any duties or responsibilities hereunder, in either case caused by the failure of Wilshire to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any A Replaced Servicer that has been terminated shall, at the request of the Trustee or the Master Servicer, as applicable, but at the expense of such Replaced 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 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 successor for administration by it of all cash amounts that shall at the time be credited by such Replaced Servicer 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 Wilshire 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 Wilshire the Servicer is required to maintain pursuant to Section 14.05the 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 Trustee or the Master Servicer if either 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 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 public recording office in which such assignment was recorded.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire the Servicer in its capacity as servicer under this the 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if the Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder the Servicer under the Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereunderthe Servicer. No such appointment of a successor to the Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire the Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standing, that has a wxxxx xax x net worth of xxxxx xf at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire the Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer Servicer, maintain in force the policy or policies that Wilshire the Servicer is required to maintain pursuant to Section 14.05the Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate the Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx and Xxxxxxx Freddie Mac approved seller/servicer in good standing, that which has a net worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. (a) On and after the time Wilshire a Servicer receives a notice of termination pursuant to Section 15.01 hereoftermination, the Master Servicer shall, when and to or other successor Servicer as appointed by the extent provided in Section 13.04, Trustee shall be the successor in all respects to Wilshire such Servicer in its capacity as servicer a 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 Wilshire and arising thereafter shall be assumed by the Master Servicer or such successor Servicer (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 and applicable including, without limitation, the related Servicer’s obligations to make P&I Advances pursuant to Section 5.03 of this Agreement or pursuant to the Servicing Agreement; provided that the Trustee shall be obligated to make P&I Advances in connection with the Wxxxx Fargo Mortgage Loans in the event Wxxxx Fargo is terminated as Servicer hereunder; provided, further, that if the Master Servicer, the Trustee or other successor servicer, is prohibited by law including the obligation or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Master Servicer, the Trustee or other successor servicer shall not be obligated to make P&I Advances pursuant to Section 13.225.03 of this Agreement or pursuant to the Servicing Agreement; 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 considered a default by the Master Servicer as successor to such 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 Master Servicer or any successor Servicer appointed in accordance with the following provisions and (2) 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 considered a default by the Master Servicer as successor to such Servicer. As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer or other successor servicer, as applicable, shall be entitled to the Servicing Fee and all fees, compensation and reimbursement for costs and expenses that Wilshire funds relating to the Mortgage Loans to which the terminated Servicer would have been entitled to hereunder if Wilshire it had continued to act hereunderhereunder or under the Servicing Agreement. Notwithstanding the foregoing, if above and subject to the Master Servicer has become the successor to Wilshire in accordance with Section 15.01 hereofimmediately following paragraph, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 13.22 hereof or if it is otherwise unable to so act, appoint, act promptly appoint or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution a Person that satisfies the eligibility criteria set forth below as the successor to Wilshire hereunder the terminated Servicer under this Agreement or under the Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereunderthe related Servicer under this Agreement or under the Servicing Agreement. Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder or under the Servicing Agreement and the amount necessary to induce any successor Servicer to act as successor Servicer under this Agreement or the Servicing Agreement and the transactions set forth or provided for herein. Any successor to Wilshire shall Servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx Fxxxxx Mxx and Xxxxxxx Fxxxxxx Mac approved seller/servicer 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 good standingthe reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, that has (iii) have a net worth of at least not less than $15,000,00025,000,000 and (iv) assume all the responsibilities, 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 duties or liabilities of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire related Servicer (other than liabilities of the related Servicer under Section 14.03 hereof hereunder incurred prior to termination of the related Servicer under Section 15.01), with like effect 8.01 herein) under this Agreement as if originally named as a party to this Agreement. 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 resign as servicer until a successor servicer has been appointed and has accepted such appointment. Pending appointment of a successor to Wilshire hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 13.04 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 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. 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 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 change of servicer and shall, during the term of its service as servicer maintain in force the policy or policies that Wilshire is required to maintain pursuant to Section 14.05.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standingstandinx, that has xxxcx xas a net worth xxx xxxth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standingstandixx, that xxixx has a net worth xxx xxrth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx and Xxxxxxx Freddie Mac approved seller/servicer in good standing, that which has a net worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fxxxxx Mxx and Xxxxxxx Freddie Mac approved seller/servicer in good standingstanding and acceptable to the NIM Insurer in its reasonable discretion, that which has a net worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved sellersxxxxx/servicer in good sxxxicer xx xxxx standing, that which has a net worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer Servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and after the time Wilshire a Servicer receives a notice of termination pursuant to Section 15.01 hereof8.01, pursuant to the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, the Master Servicer shall, when and to the extent provided in Section 13.04, be shall become the successor to Wilshire in its capacity as servicer under this Agreement and such Servicer with respect to the transactions set forth or provided for herein or under the M&T Servicing Agreement or GreenPoint Servicing Agreement and the Trustee shall become the successor under the Xxxxx Fargo Servicing Agreement and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on Wilshire such Servicer by the terms and provisions hereof or the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, and applicable law including the obligation to make advances Advances pursuant to Section 13.22Article VI hereof or pursuant to the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement hereof, except as otherwise provided herein; provided, however, that the Master Servicer’s or Trustee’s, as applicable, obligation to make Advances in its capacity as Successor Servicer shall not be subject to such 90 day transition period and the Master Servicer or the Trustee, as applicable, will make any Advance required to be made by the terminated Servicer on the Distribution Date on which the terminated Servicer was required to make such Advance. As Effective on the date of such notice of termination, as compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer or the Trustee, as applicable, shall be entitled to all fees, compensation and reimbursement for costs and expenses relating to the related Mortgage Loans that Wilshire the terminated Servicer would have been entitled to hereunder if Wilshire it had continued to act hereunderhereunder or under the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, provided, however, that the Master Servicer or the Trustee, as applicable, 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 Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of the terminated Servicer pursuant to Section 2.03 or pursuant to the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, or (iv) obligated to deposit losses on any Permitted Investment directed by the terminated Servicer. Notwithstanding the foregoing, if the Master Servicer has become or the successor to Wilshire in accordance with Section 15.01 hereofTrustee, the Master Servicer as applicable, may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 13.22 hereof Article VI of this Agreement or pursuant to the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement or if it is otherwise unable to so act, 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 Wilshire hereunder the terminated Servicer in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer hereunder or under the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable. Any successor to Wilshire Successor Servicer shall (i) be an institution that is a Xxxxxx Xxx Mae and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,00015,000,000 and (ii) be willing to act as successor servicer of the related Mortgage Loans under this Agreement or under the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, and that is willing to service the Mortgage Loans shall have executed and executes and delivers delivered to the Master Servicer 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 Wilshire the terminated Servicer (other than any liabilities of the terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.018.01 of this Agreement or under the related Servicing Agreement, as applicable), with like effect as if originally named as a party to this Agreement or the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, provided that each Rating Agency shall have acknowledged in writing 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. No appointment of a successor to Wilshire hereunder shall be effective until If the Master Servicer shall have consented thereto or the Trustee assumes the duties and written notice responsibilities of such proposed appointment shall have been provided by the terminated Servicer in accordance with this Section 8.02, the Master Servicer to each Certificateholder. The Master Servicer or the Trustee, as applicable, shall not resign as servicer until a successor servicer Successor Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to Wilshire the terminated Servicer hereunder, the Master ServicerServicer or the Trustee, as applicable, unless the Master Servicer or the Trustee, as applicable, is prohibited by law from so acting, shall, subject to Section 13.04 hereof, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer or the Trustee, as applicable, 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, however, provided that no such compensation shall be in excess of that permitted Wilshire hereunderthe terminated Servicer hereunder or under the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement. The Master Servicer or the Trustee, as applicable, and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer or the Trustee, as applicable, nor any other successor servicer 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 Wilshire 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 and/or the Trustee in connection with the termination of a defaulting 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 or the Trustee, as applicable, to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer or the Trustee, as applicable, or the Successor Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Servicer as may be required herein or under the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, shall be payable to the Master Servicer from the Distribution Account pursuant to Section 3.32. Any successor to Wilshire the terminated Servicer as successor servicer under this Agreement or the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that Wilshire the terminated Servicer is required to maintain pursuant to Section 14.053.05(b) or pursuant to the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved sellerapprovex xxxxex/servicer in good xervicxx xx xood standing, that which has a net worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx and Xxxxxxx Freddie Mac approved seller/servicer in good standing, that which has a net worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 13.04 hereof3.05, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved sellerapprovxx xxxlxx/servicer in servixxx xx good standing, that which has a net worth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standingstandxxx, that xhxxx has a net worth x xxx xorth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. 80 Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and after the time Wilshire the Servicer receives a notice of termination pursuant to Section 15.01 hereof8.01, the Master Servicer shall, when and to the extent provided in Section 13.04, be Trustee shall become the successor to Wilshire in its capacity as servicer under this Agreement and the Servicer 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 Wilshire the Servicer by the terms and provisions hereof and applicable law including of the Servicing Agreement, including, the obligation to make advances pursuant Advances, except as otherwise provided herein; provided, however, that the Trustee’s obligation to Section 13.22make Advances in its capacity as Successor Servicer shall not be subject to such 90 day transition period and the Trustee will make any Advance required to be made by the terminated Servicer on the Distribution Date on which the terminated Servicer was required to make such Advance. As Effective on the date of such notice of termination, as compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer Trustee shall be entitled to all fees, compensation and reimbursement for costs and expenses relating to the Mortgage Loans that Wilshire the terminated Servicer would have been entitled to hereunder if Wilshire it had continued to act hereunderas Servicer under the Servicing Agreement, provided, however, that the Trustee 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 Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of the terminated Servicer or (iv) obligated to deposit losses on any Permitted Investment directed by the terminated Servicer. Notwithstanding the foregoing, if the Master Servicer has become the successor to Wilshire in accordance with Section 15.01 hereof, the Master Servicer Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 13.22 hereof this Agreement or if it is otherwise unable to so act, 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 Wilshire hereunder the Servicer under the Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereunderthe Servicer under the Servicing Agreement. Any successor to Wilshire 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, 15,000,000 and that is (ii) be willing to service act as Successor Servicer of the Mortgage Loans under the Servicing Agreement, and executes shall have executed and delivers delivered to the Master Servicer 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 Wilshire the terminated Servicer (other than any liabilities of the terminated Servicer under Section 14.03 hereof incurred prior to termination of the Servicer under Section 15.01the Servicing Agreement), with like effect as if originally named as a party to this the Servicing Agreement. No appointment of a successor to Wilshire hereunder shall be effective until the Master Servicer , provided that each Rating Agency shall have consented thereto acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and written notice delegation will not be qualified or reduced as a result of such proposed appointment shall have been provided by assignment and delegation. If the Master Trustee assumes the duties and responsibilities of the terminated Servicer to each Certificateholder. The Master Servicer in accordance with this Section 8.02, the Trustee shall not resign as servicer Servicer until a successor servicer Successor Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to Wilshire the terminated Servicer hereunder, the Master ServicerTrustee, unless the Master Servicer Trustee is prohibited by law from so acting, shall, subject to Section 13.04 hereof, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer Trustee 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, however, provided that no such compensation shall be in excess of that permitted Wilshire hereunderthe terminated Servicer under the Servicing Agreement. The Master Servicer Trustee and such successor shall take such action, consistent with this Agreement and the Servicing Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer Trustee nor any other successor servicer 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 Wilshire 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 Trustee 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 Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Servicer as may be required herein shall be payable to the Trustee from the Distribution Account pursuant to Section 3.31. Any successor to Wilshire the terminated Servicer as servicer Successor Servicer under the Servicing Agreement shall give notice to the applicable Mortgagors of such change of servicer the Servicer and shall, during the term of its service as servicer Successor Servicer maintain in force the policy or policies that Wilshire the terminated Servicer is required to maintain pursuant to the Servicing Agreement. On and after the time the Master Servicer receives a notice of termination, the Trustee shall be the successor in all respects to the Master Servicer (and, if applicable, the Securities Administrator) in its capacity as Master Servicer (and, if applicable, the Securities Administrator) under this Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Trustee (except for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 14.052.3 and the obligation to deposit amounts in respect of losses pursuant to Section 3.22(c)) by the terms and provisions hereof. As compensation therefor, the Trustee shall be entitled to and all funds relating to the Loans, investment earnings on the Distribution Account and all other remuneration to which the Master Servicer would have been entitled if it had continued to act hereunder. Notwithstanding the above and subject to the immediately following paragraph, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates evidencing, in aggregate, not less than 51% of the Certificate Principal Balance of the Certificates so request in writing promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $25,000,000, as the successor to the Master Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. No appointment of a successor to the Master Servicer (and, if applicable, the Securities Administrator) under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s (and, if applicable, the Securities Administrator’s) responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer (and, if applicable, the Securities Administrator) as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the Master Servicer (and, if applicable, the Securities Administrator) under this Agreement, the Trustee shall act in such capacity as hereinabove provided. The transition costs and expenses incurred by the Trustee in connection with the replacement of the Master Servicer (and, if applicable, the Securities Administrator) shall be reimbursed out of the Trust Fund.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 76 related Mortgage Loans, as applicable) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standingstandinx, that has xxxcx xas a net worth xxx xxxth of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time Wilshire Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 15.01 hereof7.01, the Master Servicer shall, when subject to and to the extent provided in Section 13.047.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to Wilshire 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 Wilshire the Servicer by the terms and provisions hereof of such Servicing Agreement and applicable law including the obligation to make advances Monthly Advances or Servicing Advances pursuant to Section 13.22such Servicing Agreement (it being understood and agreed that if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, subject to the last paragraph of Section 15.01, the Master Servicer shall be entitled to all fees, compensation and reimbursement for costs and expenses funds relating to the Mortgage Loans that Wilshire the Servicer would have been entitled to hereunder charge to the Collection Account if Wilshire the Servicer had continued to act hereunderunder 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 Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, 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 act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to Section 13.22 hereof the applicable Servicing Agreement, or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to 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 Wilshire hereunder such Servicer under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of Wilshire hereundersuch Servicer. No such appointment of a successor to a Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to Wilshire such Servicer shall be an institution that which is a Xxxxxx Xxx Fannie Mae and Xxxxxxx Freddie Mac approved seller/servicer in good standing, that has xxxxx xxx a net worth nex xxxxx of at least $15,000,00025,000,000, and that 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, that contains containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of Wilshire such terminated Servicer, (other than liabilities of the such terminated Servicer under Section 14.03 hereof incurred prior to termination of the such Servicer under Section 15.017.01), with like effect as if originally named as a party to this Agreement. No appointment ; 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 successor to Wilshire hereunder shall be effective until the Master Servicer shall have consented thereto and written notice result of such proposed appointment shall have been provided by the Master Servicer to each Certificateholder. The Master Servicer shall not resign as servicer until a successor servicer has been appointed assignment and has accepted such appointmentdelegation. Pending appointment of a successor to Wilshire a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to this Section 13.04 hereof7.02, 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 it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted Wilshire hereunderthe 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. Neither the Master Servicer nor any other successor servicer to a 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 Wilshire the predecessor Servicer 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 Servicer shall give notice to the Mortgagors of such change of servicer Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as servicer servicer, maintain in force the policy or policies that Wilshire each Servicer is required to maintain pursuant to Section 14.05the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.