Common use of Assignment or Delegation of Duties by the Master Servicer Clause in Contracts

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during Notwithstanding the period that a Form 10-K is being foregoing, for so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the CommissionTrust, the Master Servicer shall not permit a Subservicer to perform utilize any master Subcontractor for the performance of its duties hereunder if such Subcontractor would be “participating in the servicing responsibilities hereunder with respect function” within the meaning of Item 1122 of Regulation AB without (a) giving notice to the Mortgage Loans unless that Subservicer first agrees in writing with Trustee and the Depositor and (b) requiring any such Subcontractor to provide to the Master Servicer to deliver an attestation report as provided for in Section 9.25(b) and an assessment of compliance as provided in Section 9.25(a), which reports the Master Servicer shall include in its attestation report and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) assessment of this Agreementcompliance.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Trustee, any NIMS Insurer or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment assignment, and the name of any such affiliated Subcontractor or Subservicer shall be given promptly by the Master Servicer to the Depositor Depositor, the Trustee and the Trusteeany NIMS Insurer. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during Notwithstanding the period that a Form 10-K is being foregoing, for so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the CommissionTrust, the Master Servicer shall not permit a Subservicer to perform utilize any master Subcontractor for the performance of its duties hereunder if such Subcontractor would be “participating in the servicing responsibilities hereunder with respect function” within the meaning of Item 1122 of Regulation AB without (a) giving notice to the Mortgage Loans unless that Subservicer first agrees in writing with Trustee and the Depositor and (b) requiring any such Subcontractor to provide to the Master Servicer to deliver an assessment of compliance report as provided in Section 9.25(a) and an accountant’s attestation report as provided for in such manner Section 9.25(b), which reports the Master Servicer shall include in its attestation and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreementassessment reports.

Assignment or Delegation of Duties by the Master Servicer. (a) Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Trustee, the Securities Administrator, any NIMS Insurer or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment assignment, and the name of any such affiliated Subcontractor or Subservicer shall be given promptly by the Master Servicer to the Depositor and Depositor, the Trustee, the Securities Administrator and any NIMS Insurer. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor Depositor, the Securities Administrator and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Indenture Trustee, the Depositor or the Depositor Rating Agencies to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Indenture Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicerSuccessor Master Servicer, the entire amount of the Master Servicing Fees Fee and other compensation payable to the Master Servicer pursuant heretohereto after the date of such transfer, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 4.24 hereof, shall thereafter be payable to such successor master servicerSuccessor Master Servicer. At any time during the period that a Form 10-K is being filed with respect Notwithstanding anything to the Trust contrary set forth herein, as a condition to the utilization of any Subservicer or Subcontractor determined to be “participating in accordance with the Exchange Act and servicing function” within the rules and regulations meaning of the CommissionItem 1122, the Master Servicer shall not permit obtain from any such Subservicer or Subcontractor used by the Master Servicer for the benefit of the Depositor a written agreement from such Subservicer to perform any master servicing responsibilities hereunder with respect or Subcontractor (in form and substance satisfactory to the Mortgage Loans unless that Subservicer first agrees in writing Depositor) to comply with such Master Servicer to deliver an assessment the provisions of compliance Sections 4.28 and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) 4.29 of this AgreementAgreement to the same extent as if such Subservicer or Subcontractor were the Master Servicer.

Assignment or Delegation of Duties by the Master Servicer. (a) Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment assignment, and the name of any such affiliated Subcontractor or Subservicer shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Trustee, the Depositor or the Depositor Rating Agencies to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the 140 The Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees, the General Servicing Fees (except with respect to the Servicing Fee for GMACM and GreenPoint) and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during Notwithstanding the period that a Form 10-K is being foregoing, for so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the CommissionTrust, the Master Servicer shall not permit a Subservicer to perform utilize any master Subcontractor for the performance of its duties hereunder if such Subcontractor would be “participating in the servicing responsibilities hereunder with respect function” within the meaning of Item 1122 of Regulation AB without (a) giving notice to the Mortgage Loans unless that Subservicer first agrees in writing with Trustee and the Depositor and (b) requiring any such Subcontractor to provide to the Master Servicer to deliver an attestation report as provided for in Section 9.25(b) and an assessment of compliance as provided in Section 9.25(a), which reports the Master Servicer shall include in its attestation report and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) assessment of this Agreementcompliance.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Indenture Trustee, the Depositor or the Depositor Rating Agencies to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Indenture Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicerSuccessor Master Servicer, the entire amount of the Master Servicing Fees Compensation and other compensation payable to the Master Servicer pursuant heretohereto after the date of such transfer, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 5.24 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Successor Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this AgreementServicer.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Trustee, the Certificate Insurer, any NIMS Insurer or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment assignment, and the name of any such affiliated Subcontractor or Subservicer, shall be given promptly by the Master Servicer to the Depositor and Depositor, the Trustee, the Certificate Insurer and any NIMS Insurer. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during 207 Notwithstanding the period that a Form 10-K is being foregoing, for so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the CommissionTrust, the Master Servicer shall not permit a Subservicer to perform utilize any master Subcontractor for the performance of its duties hereunder if such Subcontractor would be “participating in the servicing responsibilities hereunder with respect function” within the meaning of Item 1122 of Regulation AB without (a) giving notice to the Mortgage Loans unless that Subservicer first agrees in writing with Trustee and the Depositor and (b) requiring any such Subcontractor to provide to the Master Servicer to deliver an assessment of compliance report as provided in Section 9.25(a) and an accountant’s attestation report as provided for in such manner Section 9.25(b), which reports the Master Servicer shall include in its attestation and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreementassessment reports.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided hereinin any Pooling and Master Servicing Agreement, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder under the Pooling and Master Servicing Agreement to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; providedunder the Pooling and Master Servicing Agreement, howeverwithout the prior written consent of the Trustee, that and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. Notwithstanding the foregoing, the Master Servicer shall have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or to, subcontract with or authorize with, authorize, or appoint an Affiliate affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunderunder the Pooling and Master Servicing Agreement and hereby agrees so to delegate, subcontract, authorize or appoint to an affiliate of the Master Servicer any duties, covenants or obligations to be performed and carried out by the Master Servicer under the Pooling and Master Servicing Agreement to the extent that such duties, covenants or obligations are to be performed in any state or states in which the Master Servicer is not authorized to do business but in which the affiliate is so authorized. In no case, however, shall any such delegation, subcontracting or permitted assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor Trustee or the Company under the Pooling and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Trustee, the Depositor or the Depositor Rating Agencies to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicerSuccessor Master Servicer, the entire amount of the Master Servicing Fees Fee and other compensation payable to the Master Servicer pursuant heretohereto after the date of such transfer, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 4.24 hereof, shall thereafter be payable to such successor master servicerSuccessor Master Servicer. At any time during the period that a Form 10-K is being filed with respect Notwithstanding anything to the Trust contrary set forth herein, as a condition to the utilization of any Subservicer or Subcontractor determined to be “participating in accordance with the Exchange Act and servicing function” within the rules and regulations meaning of the CommissionItem 1122, the Master Servicer shall not permit obtain from any such Subservicer or Subcontractor used by the Master Servicer for the benefit of the Depositor a written agreement from such Subservicer to perform any master servicing responsibilities hereunder with respect or Subcontractor (in form and substance satisfactory to the Mortgage Loans unless that Subservicer first agrees in writing Depositor) to comply with such Master Servicer to deliver an assessment the provisions of compliance Sections 4.28 and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) 4.29 of this AgreementAgreement to the same extent as if such Subservicer or Subcontractor were the Master Servicer.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including any amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during Notwithstanding the period that a Form 10-K is being foregoing, for so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the CommissionTrust, the Master Servicer shall not permit a Subservicer to perform utilize any master Subcontractor for the performance of its duties hereunder if such Subcontractor would be “participating in the servicing responsibilities hereunder with respect function” within the meaning of Item 1122 of Regulation AB without (a) giving notice to the Mortgage Loans unless that Subservicer first agrees in writing with Trustee and the Depositor and (b) requiring any such Subcontractor to provide to the Master Servicer to deliver an attestation report as provided for in Section 9.25(b) and an assessment of compliance as provided in Section 9.25(a), which reports the Master Servicer shall include in its attestation report and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) assessment of this Agreementcompliance.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees, the General Servicing Fees (except with respect to the Servicing Fee for GMACM) and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during Notwithstanding the period that a Form 10-K is being foregoing, for so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the CommissionTrust, the Master Servicer shall not permit a Subservicer to perform utilize any master Subcontractor for the performance of its duties hereunder if such Subcontractor would be “participating in the servicing responsibilities hereunder with respect function” within the meaning of Item 1122 of Regulation AB without (a) giving notice to the Mortgage Loans unless that Subservicer first agrees in writing with Trustee and the Depositor and (b) requiring any such Subcontractor to provide to the Master Servicer to deliver an attestation report as provided for in Section 9.25(b) and an assessment of compliance as provided in Section 9.25(a), which reports the Master Servicer shall include in its attestation report and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) assessment of this Agreementcompliance.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during Notwithstanding the period that a Form 10-K is being foregoing, for so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the CommissionTrust, the Master Servicer shall not permit a Subservicer to perform utilize any master Subcontractor for the performance of its duties hereunder if such Subcontractor would be “participating in the servicing responsibilities hereunder with respect function” within the meaning of Item 1122 of Regulation AB without (a) giving notice to the Mortgage Loans unless that Subservicer first agrees in writing with Trustee and the Depositor and (b) requiring any such Subcontractor to provide to the Master Servicer to deliver an attestation report as provided for in Section 9.25(b) and an assessment of compliance report as provided in Section 9.25(a), which reports the Master Servicer shall include in its attestation and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreementassessment reports.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Trustee, the Certificate Insurer, any NIMS Insurer or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment assignment, and the name of any such affiliated Subcontractor or Subservicer shall be given promptly by the Master Servicer to the Depositor and Depositor, the Trustee, the Certificate Insurer and any NIMS Insurer. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during Notwithstanding the period that a Form 10-K is being foregoing, for so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the CommissionTrust, the Master Servicer shall not permit a Subservicer to perform utilize any master Subcontractor for the performance of its duties hereunder if such Subcontractor would be “participating in the servicing responsibilities hereunder with respect function” within the meaning of Item 1122 of Regulation AB without (a) giving notice to the Mortgage Loans unless that Subservicer first agrees in writing with Trustee and the Depositor and (b) requiring any such Subcontractor to provide to the Master Servicer to deliver an assessment of compliance report as provided in Section 9.25(a) and an accountant’s attestation report as provided for in such manner Section 9.25(b), which reports the Master Servicer shall include in its attestation and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreementassessment reports.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. 154 At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees, the General Servicing Fees (except with respect to the Servicing Fee for GreenPoint) and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during Notwithstanding the period that a Form 10-K is being foregoing, for so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the CommissionTrust, the Master Servicer shall not permit a Subservicer to perform utilize any master Subcontractor for the performance of its duties hereunder if such Subcontractor would be “participating in the servicing responsibilities hereunder with respect function” within the meaning of Item 1122 of Regulation AB without (a) giving notice to the Mortgage Loans unless that Subservicer first agrees in writing with Trustee and the Depositor and (b) requiring any such Subcontractor to provide to the Master Servicer to deliver an attestation report as provided for in Section 9.25(b) and an assessment of compliance as provided in Section 9.25(a), which reports the Master Servicer shall include in its attestation report and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) assessment of this Agreementcompliance.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during Notwithstanding the period that a Form 10-K is being foregoing, for so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the CommissionTrust, the Master Servicer shall not permit a Subservicer to perform utilize any master Subcontractor for the performance of its duties hereunder if such Subcontractor would be “participating in the servicing responsibilities hereunder with respect function” within the meaning of Item 1122 of Regulation AB without (a) giving notice to the Mortgage Loans unless that Subservicer first agrees in writing with Trustee and the Depositor and (b) requiring any such Subcontractor to provide to the Master Servicer to deliver an attestation report as provided for in Section 9.25 and an assessment of compliance report as provided in Section 9.26, which reports the Master Servicer shall include in its attestation and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreementassessment reports.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Trustee, the Depositor or the Depositor Rating Agencies to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the The Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.. 146

Assignment or Delegation of Duties by the Master Servicer. (a) Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Trustee, the Securities Administrator, any NIMS Insurer or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment assignment, and the name of any such affiliated Subcontractor or Subservicer shall be given promptly by the Master Servicer to the Depositor and Depositor, the Trustee, the Securities Administrator and any NIMS Insurer. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.187

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder, unless the Indenture Trustee and the Depositor shall have consented to such action; provided, however, that the Master Servicer shall have the right without the prior written consent of the Indenture Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer 201359 HomeBanc 2006-2 Transfer and Servicing Agreement to the Depositor and the Indenture Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 5.16 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Trustee, any NIMS Insurer or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment assignment, and the name of any such affiliated Subcontractor or Subservicer, shall be given promptly by the Master Servicer to the Depositor Depositor, the Trustee and the Trusteeany NIMS Insurer. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during Notwithstanding the period that a Form 10-K is being foregoing, for so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the CommissionTrust, the Master Servicer shall not permit a Subservicer to perform utilize any master Subcontractor for the performance of its duties hereunder if such Subcontractor would be “participating in the servicing responsibilities hereunder with respect function” within the meaning of Item 1122 of Regulation AB without (a) giving notice to the Mortgage Loans unless that Subservicer first agrees in writing with Trustee and the Depositor and (b) requiring any such Subcontractor to provide to the Master Servicer to deliver an assessment of compliance report as provided in Section 9.25(a) and an accountant’s attestation report as provided for in such manner Section 9.25(b), which reports the Master Servicer shall include in its attestation and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreementassessment reports.

Assignment or Delegation of Duties by the Master Servicer. (a) Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Trustee, any NIMS Insurer or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment assignment, and the name of any such affiliated Subcontractor or Subservicer shall be given promptly by the Master Servicer to the Depositor and Depositor, the Trustee, the Securities Administrator and any NIMS Insurer. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.165

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Indenture Trustee, the Insurer or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor Depositor, the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) and the Indenture Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 4.22 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during 164 Notwithstanding the period that a Form 10-K is being foregoing, for so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the CommissionTrust, the Master Servicer shall not permit a Subservicer to perform utilize any master Subcontractor for the performance of its duties hereunder if such Subcontractor would be “participating in the servicing responsibilities hereunder with respect function” within the meaning of Item 1122 of Regulation AB without (a) giving notice to the Mortgage Loans unless that Subservicer first agrees in writing with Trustee and the Depositor and (b) requiring any such Subcontractor to provide to the Master Servicer to deliver an attestation report as provided for in Section 9.25(b) and an assessment of compliance report as provided in Section 9.25(a), which reports the Master Servicer shall include in its attestation and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreementassessment reports.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Trustee, the Certificate Insurer, any NIMS Insurer or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment assignment, and the name of any such affiliated Subcontractor or Subservicer shall be given promptly by the Master Servicer to the Depositor and Depositor, the Trustee, the Certificate Insurer and any NIMS Insurer. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during 187 Notwithstanding the period that a Form 10-K is being foregoing, for so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the CommissionTrust, the Master Servicer shall not permit a Subservicer to perform utilize any master Subcontractor for the performance of its duties hereunder if such Subcontractor would be “participating in the servicing responsibilities hereunder with respect function” within the meaning of Item 1122 of Regulation AB without (a) giving notice to the Mortgage Loans unless that Subservicer first agrees in writing with Trustee and the Depositor and (b) requiring any such Subcontractor to provide to the Master Servicer to deliver an assessment of compliance report as provided in Section 9.25(a) and an accountant’s attestation report as provided for in such manner Section 9.25(b), which reports the Master Servicer shall include in its attestation and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreementassessment reports.

Assignment or Delegation of Duties by the Master Servicer. (a) Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Trustee, the Securities Administrator, any NIMS Insurer or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment assignment, and the name of any such affiliated Subcontractor or Subservicer shall be given promptly by the Master Servicer to the Depositor and Depositor, the Trustee, the Securities Administrator and any NIMS Insurer. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.169

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees, the General Servicing Fees (except with respect to the Servicing Fee for GMACM, GreenPoint and SunTrust) and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during Notwithstanding the period that a Form 10-K is being foregoing, for so long as reports are required to be filed with the Commission under the Exchange Act with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the CommissionTrust, the Master Servicer shall not permit a Subservicer to perform utilize any master Subcontractor for the performance of its duties hereunder if such Subcontractor would be “participating in the servicing responsibilities hereunder with respect function” within the meaning of Item 1122 of Regulation AB without (a) giving notice to the Mortgage Loans unless that Subservicer first agrees in writing with Trustee and the Depositor and (b) requiring any such Subcontractor to provide to the Master Servicer to deliver an attestation report as provided for in Section 9.25(b) and an assessment of compliance as provided in Section 9.25(a), which reports the Master Servicer shall include in its attestation report and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) assessment of this Agreementcompliance.

Assignment or Delegation of Duties by the Master Servicer. (a) Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment assignment, and the name of any such affiliated Subcontractor or Subservicer shall be given promptly by the Master Servicer to the Depositor Depositor, the Trustee and the TrusteeSecurities Administrator. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master [Master] Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master [Master] Servicer hereunder; provided, however, that the Master [Master] Servicer shall have the right without the prior written consent of the Trustee Trustee, the Securities Administrator, the Depositor or the Depositor Rating Agencies to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master [Master] Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master [Master] Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master [Master] Servicer relieve the Master [Master] Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master [Master] Servicer to the Depositor Depositor, the Trustee and the TrusteeSecurities Administrator. If, pursuant to any 111 provision hereof, the duties of the Master [Master] Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master [Master] Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master [Master] Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder, unless the Trustee and the Depositor shall have consented to such action; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 5.16 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.107

Assignment or Delegation of Duties by the Master Servicer. (a) Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Trustee, any NIMS Insurer or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment assignment, and the name of any such affiliated Subcontractor or Subservicer shall be given promptly by the Master Servicer to the Depositor and Depositor, the Trustee, the Securities Administrator and any NIMS Insurer. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.172

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. 163 At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Trustee, the Depositor or the Depositor Rating Agencies to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the 139 The Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder; provided, however, that the Master Servicer shall have the right without the prior written consent of the Trustee Trustee, the Depositor or the Depositor Rating Agencies to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor Depositor, the Trustee and the TrusteeSecurities Administrator. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, shall thereafter be payable to such successor master servicer. At any time during the period that a Form 10-K is being filed with respect to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the 157 The Master Servicer shall not permit a Subservicer to perform any master servicing responsibilities hereunder with respect to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreement.

Assignment or Delegation of Duties by the Master Servicer. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any Subservicer, any Subcontractor or any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunderServicer; provided, however, that the Master Servicer shall have the right without with the prior written consent of the Trustee Depositor (which shall not be unreasonably withheld or delayed) and the Class A-1 Certificate Insurer, and upon delivery to the Trustee, the Securities Administrator, the Class A-1 Certificate Insurer and the Depositor of a letter from each Rating Agency to the effect that such action shall not result in a downgrade of the ratings assigned to any of the Certificates, to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer any qualified Person to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor Depositor, the Securities Administrator, the Class A-1 Certificate Insurer and the Trustee. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Master Servicing Fees and other compensation payable to the Master Servicer pursuant hereto, including amounts payable to or permitted to be retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof, hereto shall thereafter be payable to such successor master servicer. At any time during servicer but in no event shall the period that a Form 10-K is being filed with respect fee payable to the Trust in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer shall not permit a Subservicer to perform any successor master servicing responsibilities hereunder with respect servicer exceed that payable to the Mortgage Loans unless that Subservicer first agrees in writing with such Master Servicer to deliver an assessment of compliance and an accountant’s attestation in such manner and at such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this Agreementpredecessor master servicer.