Common use of Master Servicer to Act as Servicer Clause in Contracts

Master Servicer to Act as Servicer. Subject to Sections 6.04, 7.03 and 11.02, in the event that the Servicer shall, for any reason, no longer be the servicer hereunder (including by reason of an Event of Default), the Master Servicer or its designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Master Servicer shall not be (i) liable for losses of the Servicer pursuant to Section 3.10 hereof or any acts or omissions of any predecessor servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the Servicer shall for any reason no longer be the servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 11.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Master Servicer to Act as Servicer. Subject to Sections 6.04, 7.03 5.04 and 11.026.02, in the event that the Servicer shall, shall for any reason, reason no longer be the servicer Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Master Servicer shall not be (i) liable for losses of the Servicer pursuant to Section 3.10 hereof or any acts or omissions of any such predecessor servicer Servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 2.02 or the first paragraph of Section 6.02 5.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the Servicer shall for any reason no longer be the servicer Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation limitation, Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 11.023.04, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of to the Certificate AccountMaster Servicer pursuant to the Pooling and Servicing Agreement; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer Servicer shall reimburse the Trust Fund Issuing Entity for any such expense incurred by the Trust Fund Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs InsurerAgreement. The Servicer shall, upon request of the Master Servicer, but at the expense of the ServicerServicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Master Servicer to Act as Servicer. Subject to Sections 6.04, 7.03 7.02 and 11.02, in the event that the Servicer shall, shall for any reason, reason no longer be the servicer Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Master Servicer shall not be (i) liable for losses of the Servicer pursuant to Section 3.10 hereof or any acts or omissions of any such predecessor servicer Servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the Servicer shall for any reason no longer be the servicer Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 11.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer Servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs InsurerAgreement. The Servicer shall, upon request of the Master Servicer, but at the expense of the ServicerServicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Master Servicer to Act as Servicer. Subject The Master Servicer, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this Agreement and the normal and usual standards of practice of prudent mortgage servicers servicing similar mortgage loans and, to Sections 6.04, 7.03 and 11.02the extent consistent with such terms, in the event that same manner in which it services and administers similar mortgage loans for its own portfolio, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Master Servicer shall, for any reason, no longer be may deem necessary or desirable and consistent with the servicer hereunder terms of this Agreement (including by reason the "Servicing Standard"). Consistent with the terms of an Event of Default)this Agreement, the Master Servicer may waive, modify or its designee shall, within a period vary any term of time not any Mortgage Loan or consent to exceed ninety (90) days from the date postponement of notice of termination strict compliance with any such term or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that in any manner grant indulgence to any Mortgagor if in the Master Servicer shall not be (i) liable for losses of the Servicer pursuant to Section 3.10 hereof or any acts or omissions of any predecessor servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the Servicer shall for any reason no longer be the servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any subservicing agreement in accordance with the terms thereofCertificateholders; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability make future advances and, except as set forth in the following sentence or have any obligations in its capacity as servicer under a subservicing agreement arising prior to Section 3.03, the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Master Servicer shall not thereby be relieved permit any modification with respect to any Mortgage Loan that would (i) change the Mortgage Interest Rate, defer or forgive the payment thereof of any liability principal or obligations interest payments, reduce the outstanding principal amount (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, (ii) affect adversely the status of any REMIC constituting part of the Trust Fund as a REMIC, (iii) cause any such REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions or (iv) cause any MI Mortgage Loan to not be covered by the Mortgage Insurance Policy unless the Combined Loan-to-Value Ratio is less than 60%. In the event that the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, reasonably foreseeable, the Master Servicer may permit a modification of such Mortgage Loan to reduce the Principal Balance thereof and/or extend the term, but not beyond the latest maturity date of any other Mortgage Loan. Notwithstanding the foregoing, the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury Regulations and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the subservicing agreement arising prior Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of itself, and the Trustee, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the date Mortgage Loans and with respect to the Mortgaged Property. The Master Servicer shall make all required Servicing Advances and shall service and administer the Mortgage Loans in accordance with Applicable Regulations, and shall provide to the Mortgagor any reports required to be provided to them thereby. The Trustee shall execute and deliver to the Master Servicer within at least fifteen (15) Business Day of such succession. To the extent receipt, upon request, any costs or expenses, including without limitation Servicing Transfer Costs incurred powers of attorney furnished to it by the Master Servicer empowering the Master Servicer to execute and deliver instruments of satisfaction or cancellation, or of partial or full release or discharge, and to foreclose upon or otherwise liquidate any Mortgaged Property, and to appeal, prosecute or defend in connection any court action relating to the Mortgage Loans or the Mortgaged Properties, in accordance with this Section 3.04 Agreement, and the Trustee shall execute and deliver such other documents as the Master Servicer may request, necessary or Section 11.02appropriate to enable the Master Servicer to service and administer the Mortgage Loans and carry out its duties hereunder, are not paid in each case in accordance with Servicing Standard (and the Trustee shall have no liability for misuse of any such powers of attorney by the Master Servicer). Notwithstanding anything contained herein to the contrary, the Master Servicer pursuant shall not without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's representative capacity or (ii) take any action with the intent to cause, and which results in, the Trustee being registered to do business in any state. In servicing and administering the Mortgage Loans, the Master Servicer shall employ procedures including collection procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the Certificateholders' reliance on the Master Servicer. The Master Servicer shall give prompt notice to the Trustee of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust Fund or (ii) assert jurisdiction over the Trust Fund. Notwithstanding anything in this Agreement within 30 days to the contrary, in the event of a voluntary Principal Prepayment in full of a Mortgage Loan, the Master Servicer may not waive any Prepayment Charge or portion thereof required by the terms of the date related Mortgage Note unless (i)(a) the Master Servicer determines that such waiver is standard and customary in servicing similar mortgage loans, (b) such waiver relates to a default or a reasonably foreseeable default and (c) would, in the reasonable judgment of the Master Servicer's invoice thereof, maximize recovery of Liquidation Proceeds for such amounts shall be payable out Mortgage Loan, taking into account the value of such Prepayment Charge, or (ii) the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such expense incurred enforceability thereof is limited (1) by the Trust Fund upon receipt of bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors' rights generally or (2) due to acceleration in connection with a reasonably detailed invoice evidencing such expensesforeclosure or other involuntary payment. If the Master Servicer has waived or does not collect all or a portion of a Prepayment Charge relating to a voluntary Principal Prepayment in full due to any action or omission of the Master Servicer, other than as provided above, the Master Servicer shall, on the date on which the Principal Prepayment in full is unwilling or unable remitted to act as servicerthe Trustee, deliver to the Trustee the Servicer Prepayment Charge Amount with respect to such Mortgage Loan for distribution in accordance with the terms of this Agreement. In addition, the Master Servicer shall seek administer the Mortgage Insurance Policy on behalf of itself, the Depositor, and the Trustee for the benefit of the Certificateholders, when it is necessary to appoint make claims and receive payments under the Mortgage Insurance Policy. Any amounts collected by the Master Servicer under the Mortgage Insurance Policy shall be deposited in the Collection Account not later than two Business Days following receipt thereof. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the MI Mortgage Loans in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and submit all claims eligible for submission under the Mortgage Insurance Policy and shall perform all of the obligations of the insured under the Mortgage Insurance Policy. In the event the Insurer pays a successor servicer that is eligible in accordance with claim under the criteria specified in this Agreement Mortgage Insurance Policy and reasonably acceptable subsequently determines the claim should not have been paid due to (i) materially inaccurate information provided to the NIMs Insurer. The Insurer by the Depositor or (ii) a breach of a representation or warranty made to the Insurer by the Depositor, which, in either case, the Insurer reasonably determines is material to coverage of such MI Mortgage Loan, the Master Servicer shall, upon request receipt by the Depositor, the Master Servicer and the Trustee of an Officer's Certificate of the Master ServicerInsurer detailing the reason for rescission of coverage, but at reimburse the expense Insurer as set forth in Section 3.05(vii) hereof; provided, however, none of the ServicerDepositor, deliver the Trustee or the Master Servicer shall have any obligation to contest the assuming party all documents and records relating to each subservicing agreement and Insurer's determination of materiality. If the Mortgage Loans then being serviced and otherwise Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to effect obtain a comparable policy from an insurer that is acceptable to the orderly and efficient transfer Rating Agencies. The replacement policy will provide coverage equal to the then remaining coverage of the subservicing agreement Mortgage Insurance Policy, if available. However, if the premium cost of a replacement policy exceeds the premium cost of the Mortgage Insurance Policy, the coverage amount of the replacement policy will be reduced so that its premium cost will not exceed the premium cost of the Mortgage Insurance Policy. In the event that a Prepayment Charge due with respect to any Mortgage Loan is not timely received by the Master Servicer, the Master Servicer shall use commercially reasonable efforts to determine whether the Originator is obligated to pay a related Originator Prepayment Charge Payment Amount, and if the Master Servicer determines that a Originator Prepayment Charge Payment Amount is due, the Master Servicer shall promptly notify the Originator, and the Master Servicer shall enforce the Originator's obligations to pay in a timely manner any such Originator Prepayment Charge Payment Amounts and, to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree extent that within 10 Business Days of delivery to the Trustee such amounts are received by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer Master Servicer, shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of cause such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees amounts to be subject to deposited into the terms Collection Account within one Business Day of this Agreementreceipt.

Master Servicer to Act as Servicer. Subject to Sections 6.04, 7.03 and 11.02, in the event that the Servicer shall, for any reason, no longer be the servicer hereunder (including by reason of an Event of Default), the Master Servicer or its designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Master Servicer shall not be (i) liable for losses of the Servicer pursuant to Section 3.10 hereof or any acts or omissions of any predecessor servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the Servicer shall for any reason no longer be the servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 3.04, Article VII or Section 11.02, are not paid by the Servicer or the Special Servicer, as applicable, pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee Master Servicer by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this AgreementAgreement and the other requirements of Section 7.03 have been met) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Master Servicer to Act as Servicer. Subject to Sections 6.04, 7.03 7.02 and 11.02, in the event that the a Servicer shall, shall for any reason, reason no longer be the a servicer hereunder (including by reason of an Event of Default), the Master Servicer or its designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Master Servicer shall not be (i) liable for losses of the such Servicer pursuant to Section 3.10 hereof or any acts or omissions of any such predecessor servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the such Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the a Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the a Servicer shall for any reason no longer be the a servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the such Servicer under any subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the such Servicer thereunder; and the such Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation limitation, Servicing Transfer Costs incurred by the Master Servicer or the Trustee in connection with this Section 3.04 or Section 11.02, are not paid by the applicable Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if such Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs InsurerAgreement. The Each Servicer shall, upon request of the Master Servicer, but at the expense of the Servicersuch Servicer if such Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Master Servicer to Act as Servicer. Subject to Sections 6.04, 7.03 and 11.02, in the event that the Servicer shall, shall for any reason, reason no longer be the servicer hereunder (including by reason of an Event of Default), the Master Servicer or its designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Master Servicer shall not be (i) liable for losses of the Servicer pursuant to Section 3.10 hereof or any acts or omissions of any predecessor servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the Servicer shall for any reason no longer be the servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 11.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereoftherefor, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs NIM Insurer. The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Master Servicer to Act as Servicer. Subject to Sections 6.04, 7.03 7.02 and 11.02, in the event that the Servicer shall, shall for any reason, reason no longer be the servicer Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Master Servicer shall not be (i) liable for losses of the Servicer pursuant to Section 3.10 hereof or any acts or omissions of any such predecessor servicer Servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the Servicer shall for any reason no longer be the servicer Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Master Servicer or the Trustee in connection with this Section 3.04 or Section 11.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer Servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs InsurerAgreement. The Servicer shall, upon request of the Master Servicer, but at the expense of the ServicerServicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Master Servicer to Act as Servicer. Subject to Sections 6.04, 7.03 and 11.02, in the event that If the Servicer shall, shall for any reason, reason no longer be the servicer Servicer hereunder (including by reason of an Event of Default), the Master Servicer shall within 90 days of such time, assume, if it so elects, or its designee shallshall appoint a successor Servicer to assume, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Master Servicer shall not be (ia) liable for losses of the Servicer pursuant to Section 3.10 hereof 2.11 or any acts or omissions of any the predecessor servicer Servicer hereunder, (iib) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 law or (vc) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer hereunder). Any such assumption shall be subject to pay amounts owed under this Agreement Sections 4.02 and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder5.02. If the Servicer shall for any reason no longer be the servicer Servicer (including by reason of any Event of Default), the Master Servicer (or any other the successor servicer) may, at its option, Servicer may elect to succeed to any rights and obligations of the Servicer under any subservicing agreement in accordance with each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the terms thereof; providedSubservicing Agreement, however, that the Master Servicer (or the successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to any other successor servicer) shall not incur any liability or have any obligations in its capacity Subservicing Agreement entered into by the Servicer as servicer under a subservicing agreement arising prior contemplated by Section 2.02 to the date of such succession unless it expressly elects to succeed same extent as if the Subservicing Agreement had been assigned to the rights and obligations of the Servicer thereunder; and assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 11.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs InsurerSubservicing Agreement. The Servicer that is no longer a Servicer hereunder shall, upon request of the Master Servicer, but at the expense of the such Servicer, deliver to the assuming party all documents and records relating to each subservicing Subservicing Agreement or substitute servicing agreement and the BANA Mortgage Loans then being serviced thereunder and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement such substitute Subservicing Agreement to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the The Master Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees entitled to be subject reimbursed from such Servicer (or the Trust if such Servicer is unable to the terms of this Agreementfulfill its obligations hereunder) for all Servicing Transfer Costs.

Master Servicer to Act as Servicer. Subject to Sections 6.04, 7.03 and 11.02, in the event that the Servicer shall, for any reason, no longer be the servicer hereunder (including by reason of an Event of Default), the Master Servicer or its designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Master Servicer shall not be (i) liable for losses of the Servicer pursuant to Section 3.10 hereof or any acts or omissions of any predecessor servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the Servicer shall for any reason no longer be the servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 11.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs NIM Insurer. The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. Notwithstanding In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of or delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreementabove) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Master Servicer to Act as Servicer. Subject to Sections 6.04, 7.03 6.04 and 11.027.02, in the event that the any Servicer shall, shall for any reason, reason no longer be a servicer hereunder or Countrywide shall for any reason no longer be the servicer hereunder under the Countrywide Servicing Agreement (in both cases, including by reason of an Event of Default), the Master Servicer or its designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter (except that the Master Servicer shall not be (i) liable for losses arising out of the Servicer pursuant to Section 3.10 hereof or any acts or omissions of any the predecessor servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the such Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunderhereunder or under the Countrywide Servicing Agreement, including pursuant to Section 2.04 2.01 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall shall, if such servicer is a Servicer hereunder, immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the related Servicer to pay amounts owed under this Servicing Agreement and to perform its duties under this Servicing Agreement until its successor assumes all of its rights and obligations hereunder. If the a Servicer hereunder shall for any reason no longer be the a servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the related Servicer under any subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the such Servicer thereunder; and the such Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation limitation, Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 11.027.02, are not paid by the related Servicer pursuant to this Servicing Agreement within 30 thirty (30) days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Certificate Payment Account; provided that if such Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Trust Fund Issuing Entity for any such expense incurred by the Trust Fund Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Servicing Agreement and reasonably acceptable to the NIMs Insurer. The Servicer Servicers shall, upon request of the Master Servicer, but at the expense of the Servicerrelated Servicer if such Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Master Servicer to Act as Servicer. Subject The Master Servicer, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this Agreement and the normal and usual standards of practice of prudent mortgage servicers servicing similar mortgage loans and, to Sections 6.04, 7.03 and 11.02the extent consistent with such terms, in the event that same manner in which it services and administers similar mortgage loans for its own portfolio, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Master Servicer shall, for any reason, no longer be may deem necessary or desirable and consistent with the servicer hereunder terms of this Agreement (including by reason the "Servicing Standard"). Consistent with the terms of an Event of Default)this Agreement, the Master Servicer may waive, modify or its designee shall, within a period vary any term of time not any Mortgage Loan or consent to exceed ninety (90) days from the date postponement of notice of termination strict compliance with any such term or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that in any manner grant indulgence to any Mortgagor if in the Master Servicer shall not be (i) liable for losses of the Servicer pursuant to Section 3.10 hereof or any acts or omissions of any predecessor servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the Servicer shall for any reason no longer be the servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any subservicing agreement in accordance with the terms thereofCertificateholders; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability make future advances and, except as set forth in the following sentence or have any obligations in its capacity as servicer under a subservicing agreement arising prior to Section 3.03, the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Master Servicer shall not thereby be relieved permit any modification with respect to any Mortgage Loan that would (i) change the Mortgage Interest Rate, defer or forgive the payment thereof of any liability principal or obligations interest payments, reduce the outstanding principal amount (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, (ii) affect adversely the status of any REMIC constituting part of the Trust Fund as a REMIC, (iii) cause any such REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions or (iv) cause any MI Mortgage Loan to not be covered by the Mortgage Insurance Policy unless the Combined Loan-to-Value Ratio is less than 60%. In the event that the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, reasonably foreseeable, the Master Servicer may permit a modification of such Mortgage Loan to reduce the Principal Balance thereof and/or extend the term, but not beyond the latest maturity date of any other Mortgage Loan. Notwithstanding the foregoing, the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury Regulations and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the subservicing agreement arising prior Code or the imposition of any tax on "prohibited transactions" or "contributions" after the Startup Day under the REMIC Provisions. Without limiting the generality of the foregoing, the Master Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of itself, and the Trustee, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the date Mortgage Loans and with respect to the Mortgaged Property. The Master Servicer shall make all required Servicing Advances and shall service and administer the Mortgage Loans in accordance with Applicable Regulations, and shall provide to the Mortgagor any reports required to be provided to them thereby. The Trustee shall execute and deliver to the Master Servicer within at least fifteen (15) Business Day of such succession. To the extent receipt, upon request, any costs or expenses, including without limitation Servicing Transfer Costs incurred powers of attorney furnished to it by the Master Servicer empowering the Master Servicer to execute and deliver instruments of satisfaction or cancellation, or of partial or full release or discharge, and to foreclose upon or otherwise liquidate any Mortgaged Property, and to appeal, prosecute or defend in connection any court action relating to the Mortgage Loans or the Mortgaged Properties, in accordance with this Section 3.04 Agreement, and the Trustee shall execute and deliver such other documents as the Master Servicer may request, necessary or Section 11.02appropriate to enable the Master Servicer to service and administer the Mortgage Loans and carry out its duties hereunder, are not paid in each case in accordance with Servicing Standard (and the Trustee shall have no liability for misuse of any such powers of attorney by the Master Servicer). Notwithstanding anything contained herein to the contrary, the Master Servicer pursuant shall not without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's representative capacity, or (ii) take any action with the intent to cause, and which results in, the Trustee being registered to do business in any state. In servicing and administering the Mortgage Loans, the Master Servicer shall employ procedures including collection procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the Certificateholders' reliance on the Master Servicer. The Master Servicer shall give prompt notice to the Trustee of any action, of which the Master Servicer has actual knowledge, to (i) assert a claim against the Trust Fund or (ii) assert jurisdiction over the Trust Fund. Notwithstanding anything in this Agreement within 30 days to the contrary, in the event of a voluntary Principal Prepayment in full of a Mortgage Loan, the Master Servicer may not waive any Prepayment Charge or portion thereof required by the terms of the date related Mortgage Note unless (i)(a) the Master Servicer determines that such waiver is standard and customary in servicing similar mortgage loans, (b) such waiver relates to a default or a reasonably foreseeable default and (c) would, in the reasonable judgment of the Master Servicer's invoice thereof, maximize recovery of Liquidation Proceeds for such amounts shall be payable out Mortgage Loan, taking into account the value of such Prepayment Charge, or (ii) the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such expense incurred enforceability thereof is limited (1) by the Trust Fund upon receipt of bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors' rights generally or (2) due to acceleration in connection with a reasonably detailed invoice evidencing such expensesforeclosure or other involuntary payment. If the Master Servicer has waived or does not collect all or a portion of a Prepayment Charge relating to a voluntary Principal Prepayment in full due to any action or omission of the Master Servicer, other than as provided above, the Master Servicer shall, on the date on which the Principal Prepayment in full is unwilling or unable remitted to act as servicerthe Trustee, deliver to the Trustee the Servicer Prepayment Charge Amount with respect to such Mortgage Loan for distribution in accordance with the terms of this Agreement. In the event that a Prepayment Charge due with respect to any Mortgage Loan is not timely received by the Master Servicer, the Master Servicer shall seek use commercially reasonable efforts to appoint determine whether the Originator is obligated to pay a successor servicer related Originator Prepayment Charge Payment Amount, and if the Master Servicer determines that a Originator Prepayment Charge Payment Amount is eligible due, the Master Servicer shall promptly notify the Originator, and the Master Servicer shall enforce the Originator's obligations to pay in accordance with the criteria specified in this Agreement and reasonably acceptable a timely manner any such Originator Prepayment Charge Payment Amounts and, to the NIMs Insurer. The Servicer shall, upon request of extent that such amounts are received by the Master Servicer, but at shall cause such amounts to be deposited into the expense Collection Account within one Business Day of receipt. In addition, the Master Servicer shall administer the Mortgage Insurance Policy on behalf of itself, the Depositor, and the Trustee for the benefit of the ServicerCertificateholders, deliver when it is necessary to the assuming party all documents make claims and records relating to each subservicing agreement and receive payments under the Mortgage Insurance Policy. Any amounts collected by the Master Servicer under the Mortgage Insurance Policy shall be deposited in the Certificate Account not later than two Business Days following receipt thereof. The Master Servicer shall take whatever action is appropriate to maximize the amounts payable under the Mortgage Insurance Policy and to service the MI Mortgage Loans then being serviced in the manner required by the Mortgage Insurance Policy. The Master Servicer shall prepare and otherwise submit all claims eligible for submission under the Mortgage Insurance Policy and shall perform all of the obligations of the insured under the Mortgage Insurance Policy. If the Mortgage Insurance Policy is terminated for any reason other than the exhaustion of its coverage, or if the financial strength rating of the Insurer is reduced to below investment grade, the Master Servicer will use its best efforts to effect obtain a comparable policy from an insurer that is acceptable to the orderly and efficient transfer Rating Agencies. The replacement policy will provide coverage equal to the then remaining coverage of the subservicing agreement to Mortgage Insurance Policy, if available. However, if the assuming party. Notwithstanding anything to premium cost of a replacement policy exceeds the contrary abovepremium cost of the Mortgage Insurance Policy, the Trustee and coverage amount of the Depositor hereby agree replacement policy will be reduced so that within 10 Business Days its premium cost will not exceed the premium cost of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees to be subject to the terms of this AgreementMortgage Insurance Policy.

Master Servicer to Act as Servicer. Subject to Sections 6.04, 7.03 14.04 and 11.0215.02, in the event that the either Servicer shall, shall for any reason, reason no longer be the servicer Servicer hereunder (other than due to the servicing transfer on the Servicing Transfer Date, but including by reason of an a Servicer Event of Default), the Master Servicer or its designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Master Servicer shall not be (i) liable for losses of the Servicer pursuant to Section 3.10 13.10 hereof or any acts or omissions of any such predecessor servicer Servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 2.06 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 2.06 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 2.07 or the first paragraph of Section 6.02 14.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the either Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the a Servicer shall for any reason no longer be a Servicer (other than due to the servicer (servicing transfer on the Servicing Transfer Date, but including by reason of any Servicer Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the such Servicer under any subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation limitation, Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 11.0213.04, are not paid by the applicable Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of to the Certificate AccountMaster Servicer pursuant to this Agreement; provided that if a Servicer has been terminated by reason of a Servicer Event of Default, the terminated servicer Servicer shall reimburse the Trust Fund Issuing Entity for any such expense incurred by the Trust Fund Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs InsurerAgreement. The Each Servicer shall, upon request of the Master Servicer, but at the expense of the ServicerServicer if the Servicer has been terminated by reason of a Servicer Event of Default, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Master Servicer to Act as Servicer. Subject to Sections 6.04, 7.03 14.04 and 11.0215.02, in the event that the Servicer shall, Company shall for any reason, reason no longer be the servicer a Servicer hereunder (other than due to a servicing transfer pursuant to the terms hereof, but including by reason of an a Servicer Event of Default), the Master Servicer or its designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer Company hereunder arising thereafter (except that the Master Servicer shall not be (i) liable for losses of the such Servicer pursuant to Section 3.10 13.10 hereof or any acts or omissions of any predecessor servicer the Company hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 2.06 hereof, (iv) responsible for any expenses of the Servicer Company pursuant to Section 2.03 2.06 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 2.07 or the first paragraph of Section 6.02 14.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the ServicerCompany's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer Company to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the Servicer Company shall for any reason no longer be a Servicer (other than due to the servicer (servicing transfer pursuant to the terms hereof, but including by reason of any Servicer Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer Company under any subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer Company thereunder; and the Servicer Company shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation limitation, Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 11.0213.04, are not paid by the Servicer Company pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of to the Certificate AccountMaster Servicer pursuant to this Agreement; provided that if the Company has been terminated servicer by reason of a Servicer Event of Default, the Company shall reimburse the Trust Fund Issuing Entity for any such expense incurred by the Trust Fund Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs InsurerAgreement. The Servicer Company shall, upon request of the Master Servicer, but at the expense of the ServicerCompany if the Company has been terminated by reason of a Servicer Event of Default, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Master Servicer to Act as Servicer. Subject to Sections 6.04, 7.03 6.04 and 11.027.02, in the event that the a Servicer shall, shall for any reason, reason no longer be the servicer hereunder or under the Countrywide Servicing Agreement (including by reason of an Event of Default), the Master Servicer or its designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Master Servicer shall not be (i) liable for losses arising out of the Servicer pursuant to Section 3.10 hereof or any acts or omissions of any the predecessor servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunderhereunder or under the Countrywide Servicing Agreement, including pursuant to Section 2.04 2.01 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall shall, if such Servicer is Wilshire, immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the Servicer shall for any reason no longer be the a servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation limitation, Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 11.027.02, are not paid by the Servicer pursuant to this Agreement within 30 thirty (30) days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Certificate Payment Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Trust Fund Issuing Entity for any such expense incurred by the Trust Fund Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs InsurerAgreement. The Servicer shall, upon request of the Master Servicer, but at the expense of the ServicerServicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Master Servicer to Act as Servicer. Subject to Sections 6.04, 7.03 14.04 and 11.0215.02, in the event that the Servicer shall, Wilshire shall for any reason, reason no longer be the servicer a Servicer hereunder (other than due to a servicing transfer pursuant to the terms hereof, but including by reason of an a Servicer Event of Default), the Master Servicer or its designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer Wilshire hereunder arising thereafter (except that the Master Servicer shall not be (i) liable for losses of the such Servicer pursuant to Section 3.10 13.10 hereof or any acts or omissions of any predecessor servicer Wilshire hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 2.06 hereof, (iv) responsible for any expenses of the Servicer Wilshire pursuant to Section 2.03 2.06 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 2.07 or the first paragraph of Section 6.02 14.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the ServicerWilshire's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer Wilshire to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the Servicer Wilshire shall for any reason no longer be a Servicer (other than due to the servicer (servicing transfer pursuant to the terms hereof, but including by reason of any Servicer Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer Wilshire under any subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer Wilshire thereunder; and the Servicer Wilshire shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation limitation, Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 11.0213.04, are not paid by the Servicer Wilshire pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of to the Certificate AccountMaster Servicer pursuant to this Agreement; provided that the if Wilshire has been terminated servicer by reason of a Servicer Event of Default, Wilshire shall reimburse the Trust Fund Issuing Entity for any such expense incurred by the Trust Fund Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs InsurerAgreement. The Servicer Wilshire shall, upon request of the Master Servicer, but at the expense of the ServicerWilshire if Wilshire has been terminated by reason of a Servicer Event of Default, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Master Servicer to Act as Servicer. Subject to Sections 6.04, 7.03 5.04 and 11.026.02, in the event that the Servicer shall, shall for any reason, reason no longer be the servicer Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Master Servicer shall not be (i) liable for losses of the Servicer pursuant to Section 3.10 hereof or any acts or omissions of any such predecessor servicer Servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 2.02 or the first paragraph of Section 6.02 5.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the Servicer shall for any reason no longer be the servicer Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation limitation, Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 11.02arising from termination due to an Event of Default, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of to the Certificate AccountMaster Servicer pursuant to the Pooling and Servicing Agreement; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer Servicer shall reimburse the Trust Fund Issuing Entity for any such expense incurred by the Trust Fund Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs InsurerAgreement. The Servicer shall, upon request of the Master Servicer, but at the expense of the ServicerServicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Master Servicer to Act as Servicer. Subject to Sections 6.04, 7.03 7.02 and 11.02, in the event that the Servicer shall, shall for any reason, reason no longer be the servicer hereunder (including by reason of an Event of Default), the Master Servicer or its designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter (except that the Master Servicer shall not be (i) liable for losses of the Servicer pursuant to Section 3.10 hereof or any acts or omissions of any such predecessor servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for any expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. If the Servicer shall for any reason no longer be the servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as servicer under a subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the subservicing agreement arising prior to the date of such succession. To the extent any costs or expenses, including without limitation limitation, Servicing Transfer Costs incurred by the Master Servicer or the Trustee in connection with this Section 3.04 or Section 11.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs InsurerAgreement. The Servicer shall, upon request of the Master Servicer, but at the expense of the ServicerServicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each subservicing agreement and the Mortgage Loans then being serviced and otherwise use its best efforts to effect the orderly and efficient transfer of the subservicing agreement to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.