Common use of Limitation on Resignation of the Servicers Clause in Contracts

Limitation on Resignation of the Servicers. Neither Servicer nor the Master Servicer shall resign from the obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to the preceding sentence permitting the resignation of the Master Servicer or either Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or Servicer and delivered to the Trustee and the Trust Administrator. No resignation of the Master Servicer or either Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator or a successor servicer shall have assumed such Master Servicer's or Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, neither Servicer nor the Master Servicer shall 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 other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Servicer from designating a Subservicer as payee of any indemnification amount payable to the related Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Subservicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either Servicer are transferred to a successor servicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or Servicer pursuant hereto shall thereafter be payable to such successor servicer.

Limitation on Resignation of the Servicers. Neither Servicer nor the Master Servicer shall resign from the obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to the preceding sentence permitting the resignation of the Master Servicer or either Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or Servicer and delivered to the Trustee and the Trust Administrator. No resignation of the Master Servicer or either Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator or a successor servicer shall have assumed such Master Servicer's or Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, neither Servicer nor the Master Servicer shall 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 other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Servicer from designating a Subservicer as payee of any indemnification amount payable to the related Servicer hereunder; providedPROVIDED, howeverHOWEVER, that as provided in Section 3.06 hereof, no Subservicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either Servicer are transferred to a successor servicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or Servicer pursuant hereto shall thereafter be payable to such successor servicer.

Limitation on Resignation of the Servicers. Neither Servicer nor the Master A Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to the preceding sentence permitting the resignation of the Master Servicer or either a Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or Servicer and delivered to the Trustee and the Trust Securities Administrator. No such resignation of the Master Servicer or either Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Securities Administrator or a successor servicer shall have reasonably acceptable to the Securities Administrator is appointed and has assumed such Master Servicer's or Servicer's responsibilities, duties, liabilities and obligations hereunder. Any such resignation shall not relieve each Servicer of any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of each Servicer. The Securities Administrator and the Depositor hereby specifically (other than those liabilities arising prior i) consent to the appointment pledge and assignment by each Servicer of such successorall each Servicer's right, title and interest in, to and under this Agreement to the Servicing Rights Pledgee, for the benefit of certain lenders, and (ii) and obligations agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by each Servicer whereby each Servicer shall resign as Servicer under this Agreement. Except , the Trustee shall appoint the Servicing Rights Pledgee or its designee as expressly successor Servicer, provided hereinthat at the time of such appointment, neither the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer nor the Master Servicer shall 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 other Person to perform any of the duties, covenants or obligations as set forth herein and agrees to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Servicer from designating a Subservicer as payee of any indemnification amount payable subject to the related Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Subservicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer as an indemnitee under terms of this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either each Servicer are transferred to a successor servicerServicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or each Servicer pursuant hereto shall thereafter be payable to such successor servicerServicer.

Limitation on Resignation of the Servicers. (a) Neither Servicer nor the Master Servicer shall resign from the obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable lawlaw or as provided in Section 7.04(c). Any such determination pursuant to the preceding sentence permitting the resignation of the Master Servicer or either related Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or the related Servicer and delivered to the Trustee and the Trust AdministratorRating Agencies. No resignation of the Master Servicer or either related Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator Trustee or a successor servicer Servicer shall have assumed such Master Servicer's or the related Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. . (b) Except as expressly provided herein, neither Servicer nor the Master related 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 other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or the related Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either the related Servicer from designating a Subservicer Sub-Servicer as payee of any indemnification amount payable to the related Servicer hereunder; provided, however, that as provided in Section 3.06 hereof3.02, no Subservicer Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement. If. (c) Notwithstanding anything to the contrary herein, the related Servicer may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender"), provided, that: (1) upon an Event of Default and receipt of a notice of termination by the related Servicer, the Lender may direct the related Servicer or its designee to appoint a successor Servicer pursuant to any provision hereofthe provisions, and subject to the duties conditions, set forth in Section 8.02 regarding the related Servicer's appointment of the Master Servicer or either Servicer are transferred to a successor servicer, Servicer; (2) the entire amount of Lender's rights are subject to this Agreement; and (3) the Master Servicing Fee or Servicing Fee and other compensation payable related Servicer shall remain subject to such Master Servicer or Servicer termination as servicer under this Agreement pursuant hereto shall thereafter be payable to such successor servicerthe terms hereof.

Limitation on Resignation of the Servicers. Neither Servicer nor the Master Servicer shall assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of such Servicer, the Securities Administrator, the Master Servicer, the Backup Servicer, the Depositor and the Trustee (and written notice to the Custodian) or upon the determination that its duties hereunder are no longer permissible under applicable lawlaw and such incapacity cannot be cured by such Servicer. Any such determination pursuant to the preceding sentence permitting the resignation of the Master Servicer or either a Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or Servicer and delivered to the Trustee Depositor and the Trust Securities Administrator which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Securities Administrator. No such resignation shall become effective until a successor shall have assumed such Servicer's responsibilities and obligations hereunder. Notwithstanding anything to the contrary herein, such Servicer may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender"); provided that the Lender may only terminate a Servicer under this Agreement if there has been an Event of Default under this Agreement, in which event the Lender may replace such Servicer in the same manner and subject to the same conditions applicable in the event such Servicer is appointing a successor Servicer upon a servicer termination pursuant to Section 7.02. Notwithstanding the provisions of Section 6.04 herein to the contrary, in the event that a Servicer determines that it will no longer engage in the business of servicing mortgage loans, such Servicer may assign its rights under this Agreement, provided that, (i) the Rating Agencies' ratings of the Certificates in effect immediately prior to such action will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies) and (ii) such Servicer shall be liable for all costs and expenses associated with the transfer of servicing, provided further, that such Servicer shall indemnify and hold each of the Trust Fund, the Master Servicer, the Backup Servicer, the Trustee, the Custodian, the Depositor, the other Servicers hereunder, any sub-servicer, the successor Servicer or either and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that such party may sustain in any way related to such assignment except with respect to a successor Servicer's failure to comply with the terms of this Agreement. No assignment by such Servicer shall become effective until a successor Servicer acceptable to the Depositor and the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator or a successor servicer shall have assumed in writing such Master Servicer's or Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, neither Any such assignment shall not relieve a Servicer nor the Master Servicer shall 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 other Person to perform responsibility for any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Servicer from designating a Subservicer as payee of any indemnification amount payable specified herein except to the related Servicer hereunder; provided, however, extent that as provided in Section 3.06 hereof, no Subservicer shall be a third-party beneficiary hereunder and such responsibilities have been expressly assumed by the parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either Servicer are transferred to a successor servicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or Servicer pursuant hereto shall thereafter be payable to such successor servicerServicer.

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, no Servicer shall assign all or substantially all of its rights under this Agreement or the servicing hereunder nor delegate all or substantially all of its duties hereunder nor sell or otherwise dispose of all or substantially all of its property or assets without, in each case, the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld; provided, that in each case, there must be delivered to the Trustee and the Master Servicer a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. Notwithstanding the foregoing, each Servicer, without the consent of the Trustee or the Master Servicer, may retain third-party contractors to perform certain servicing and loan administration functions, including without limitation hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions, provided, however, that the retention of such contractors by a Servicer shall not limit the obligation of such Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable law. Any , or (ii) upon such determination pursuant Servicer’s written proposal of a successor servicer reasonably acceptable to the preceding sentence permitting the resignation each of the Sponsor, the Depositor and the Master Servicer or either Servicer Servicer. No such resignation under clause (i) above shall be become effective unless evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or the resigning Servicer and delivered to the Trustee and the Trust AdministratorRating Agencies. No such resignation of a Servicer under clause (ii) shall be effective unless: (i) the proposed successor Servicer is (1) an affiliate of the Master Servicer that services mortgage loans similar to the Mortgage Loans in the jurisdictions in which the related Mortgaged Properties are located or (2) the proposed successor Servicer has a rating of at least “Above Average” by S&P and either a rating of at least “RPS2” by Fitch or a rating of at least “SQ2” by Mxxxx’x; (ii) the Rating Agencies have confirmed to the Trustee that the appointment of the proposed successor Servicer as a servicer of the related Mortgage Loans under this Agreement will not result in the reduction or withdrawal of the then current ratings of any of the Certificates; and (iii) the proposed successor Servicer has a net worth of at least $25,000,000. Notwithstanding anything to the contrary, no resignation of a Servicer shall become effective until the Master Servicer (if the Master or a successor Servicer is not shall have assumed the resigning Servicer), the Trustee, the Trust Administrator or a successor servicer shall have assumed such Master Servicer's or Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. In addition, the Sponsor shall promptly inform the Credit Risk Manager of the Servicer’s resignation under this Section 7.04. (b) Except as expressly provided herein, neither Servicer nor the Master no Servicer shall 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 other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either a Servicer from designating a Subservicer Sub-Servicer as payee of any indemnification amount payable to the related such Servicer hereunder; provided, however, that as provided in Section 3.06 hereof3.02, no Subservicer Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee under this Agreement. If. (c) Notwithstanding anything to the contrary herein, pursuant a Servicer may pledge or assign as collateral all its rights, title and interest under this Agreement to any provision hereof, a lender (the duties “Servicing Rights Lender”) and allow such Servicing Rights Lender (i) to cause the transfer of the Master Servicer or either Servicer are transferred servicing to a successor servicerServicer that meets the Rating Condition if such Servicer defaults under its agreements with the Servicing Rights Lender and (ii) upon an Event of Default and receipt of notice of termination by such Servicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to Rights Lender may direct such Master Servicer or its designee to appoint a successor Servicer pursuant hereto to the provisions, and subject to the conditions set forth in Section 8.02 regarding such Servicer’s appointment of a successor Servicer, provided, that: (i) the Servicing Rights Lender’s rights are subject to this Agreement; and (ii) such Servicer shall thereafter be payable remain subject to such successor servicertermination as servicer under this Agreement pursuant to the terms hereof.

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, neither Servicer shall assign all or substantially all of its rights under this Agreement or the servicing hereunder nor delegate all or substantially all of its duties hereunder or sell or otherwise dispose of all or substantially all of its property or assets without, in each case, the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld; provided, that in each case, there must be delivered to the Trustee and the Master Servicer a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates (the “Rating Condition”). Notwithstanding the foregoing, each Servicer, without the consent of the Trustee or the Master Servicer, may retain third-party contractors to perform certain servicing and loan administration functions, including without limitation hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions, provided, however, that the retention of such contractors by the related Servicer shall not limit the obligation of the related Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant law or (ii) upon the related Servicer’s written proposal of a successor servicer reasonably acceptable to the preceding sentence permitting the resignation each of the Sponsor, the Depositor and the Master Servicer or either Servicer Servicer. No such resignation under clause (i) above shall be become effective unless evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or the related Servicer and delivered to the Trustee and the Trust AdministratorRating Agencies. No such resignation of a Servicer under clause (ii) shall be effective unless: (i) the proposed successor Servicer is (1) an affiliate of the Master Servicer that services mortgage loans similar to the Mortgage Loans in the jurisdictions in which the related Mortgaged Properties are located or (2) the proposed successor Servicer has a rating of at least “Above Average” by S&P and either a rating of at least “RPS2” by Fitch or a rating of at least “SQ2” by Mxxxx’x; (ii) the Rating Agencies have confirmed to the Trustee that the appointment of the proposed successor servicer as the servicer under this Agreement will not result in the reduction or withdrawal of the then current ratings of any of the Certificates; and (iii) the proposed successor servicer has a net worth of at least $25,000,000. Notwithstanding anything to the contrary, no resignation of a Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator or a successor servicer shall have assumed such Master the related Servicer's or Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. . (b) Except as expressly provided herein, neither Servicer nor the Master no Servicer shall 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 other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or the related Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either a Servicer from designating a Subservicer Sub-Servicer as payee of any indemnification amount payable to the related Servicer hereunder; provided, however, that as provided in Section 3.06 hereof3.02, no Subservicer Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee under this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either Servicer are transferred to a successor servicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or Servicer pursuant hereto shall thereafter be payable to such successor servicer.

Limitation on Resignation of the Servicers. Neither Servicer nor the Master No Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable lawlaw or (ii) with the written consent of the Trustee and the Trust Administrator, which consent may not be unreasonably withheld, with written confirmation from the Rating Agencies (which confirmation shall be furnished to the Depositor, the Trustee and the Trust Administrator) that such resignation will not cause the Rating Agencies to reduce the then current rating of the Class A Certificates and provided that a qualified successor has agreed to assume the duties and obligations of the related Servicer hereunder. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Master Servicer or either related Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or Servicer and delivered to the Trustee and the Trust Administrator. No resignation of the Master Servicer or either related Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), Trust Administrator or the Trustee, the Trust Administrator as applicable, in accordance with Section 7.02 hereof, or a successor servicer shall have assumed such Master Servicer's or Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, neither Servicer nor the Master no Servicer shall assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or nor delegate to or subcontract with, or nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Servicer from designating a Subservicer as payee of any indemnification amount payable to the related Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Subservicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either related Servicer are transferred to a successor servicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or Servicer pursuant hereto shall thereafter be payable to such successor servicer.

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, no Servicer shall neither assign all or substantially all of its rights under this Agreement or the servicing hereunder nor delegate all or substantially all of its duties hereunder nor sell or otherwise dispose of all or substantially all of its property or assets without, in each case, the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld; provided, that in each case, there must be delivered to the Trustee and the Master Servicer a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. Notwithstanding the foregoing, each Servicer, without the consent of the Trustee or the Master Servicer, may retain third-party contractors to perform certain servicing and loan administration functions, including without limitation hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions, provided, however, that the retention of such contractors by a Servicer shall not limit the obligation of such Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant , or (ii) upon the related Servicer’s written proposal of a successor servicer reasonably acceptable to the preceding sentence permitting the resignation each of the Sponsor, the Depositor and the Master Servicer or either Servicer Servicer. No such resignation under clause (i) above shall be become effective unless evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or Servicer and delivered to the Trustee and the Trust AdministratorRating Agencies. No such resignation of a Servicer under clause (ii) shall be effective unless: (i) the proposed successor Servicer is (1) an affiliate of the Master Servicer that services mortgage loans similar to the Mortgage Loans in the jurisdictions in which the related Mortgaged Properties are located or (2) the proposed successor Servicer has a rating of at least “Above Average” by S&P and either a rating of at least “RPS2” by Fitch or a rating of at least “SQ2” by Xxxxx’x; (ii) the Rating Agencies have confirmed to the Trustee that the appointment of the proposed successor servicer as the servicer under this Agreement will not result in the reduction or withdrawal of the then current ratings of any of the Certificates; and (iii) the proposed successor Servicer has a net worth of at least $25,000,000. Notwithstanding anything to the contrary, no resignation of a Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator or a successor servicer Servicer shall have assumed such Master Servicer's or Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. . (b) Except as expressly provided herein, neither Servicer nor the Master no Servicer shall 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 other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either a Servicer from designating a Subservicer Sub-Servicer as payee of any indemnification amount payable to the related such Servicer hereunder; provided, however, that as provided in Section 3.06 hereof3.02, no Subservicer Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee under this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either Servicer are transferred to a successor servicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or Servicer pursuant hereto shall thereafter be payable to such successor servicer.

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, no Servicer shall neither assign all or substantially all of its rights under this Agreement or the servicing hereunder nor delegate all or substantially all of its duties hereunder nor sell or otherwise dispose of all or substantially all of its property or assets without, in each case, the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld; provided, that in each case, there must be delivered to the Trustee and the Master Servicer a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. Notwithstanding the foregoing, each Servicer, without the consent of the Trustee or the Master Servicer, may retain third-party contractors to perform certain servicing and loan administration functions, including without limitation hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions, provided, however, that the retention of such contractors by a Servicer shall not limit the obligation of such Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant , or (ii) upon the related Servicer’s written proposal of a successor servicer reasonably acceptable to the preceding sentence permitting the resignation each of the Seller, the Depositor and the Master Servicer or either Servicer Servicer. No such resignation under clause (i) above shall be become effective unless evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or Servicer and delivered to the Trustee and the Trust AdministratorRating Agencies. No such resignation of a Servicer under clause (ii) shall be effective unless: (i) the proposed successor Servicer is (1) an affiliate of the Master Servicer that services mortgage loans similar to the Mortgage Loans in the jurisdictions in which the related Mortgaged Properties are located or (2) the proposed successor Servicer has a rating of at least “Above Average” by S&P and either a rating of at least “RPS2” by Fitch or a rating of at least “SQ2” by Mxxxx’x; (ii) the Rating Agencies have confirmed to the Trustee that the appointment of the proposed successor servicer as the servicer under this Agreement will not result in the reduction or withdrawal of the then current ratings of any of the Certificates; and (iii) the proposed successor Servicer has a net worth of at least $25,000,000. Notwithstanding anything to the contrary, no resignation of a Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator or a successor servicer Servicer shall have assumed such Master Servicer's or Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. . (b) Except as expressly provided herein, neither Servicer nor the Master no Servicer shall 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 other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either a Servicer from designating a Subservicer Sub-Servicer as payee of any indemnification amount payable to the related such Servicer hereunder; provided, however, that as provided in Section 3.06 hereof3.02, no Subservicer Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee under this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either Servicer are transferred to a successor servicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or Servicer pursuant hereto shall thereafter be payable to such successor servicer.

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, no Servicer shall neither assign all or substantially all of its rights under this Agreement or the servicing hereunder nor delegate all or substantially all of its duties hereunder nor sell or otherwise dispose of all or substantially all of its property or assets without, in each case, the prior written consent of the Trustee, which consent shall not be unreasonably withheld; provided, that in each case, there must be delivered to the Trustee and the Master Servicer a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. Notwithstanding the foregoing, the Servicer, without the consent of the Trustee or the Master Servicer, may retain third-party contractors to perform certain servicing and loan administration functions, including without limitation hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions, provided, however, that the retention of such contractors by the Servicer shall not limit the obligation of the Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. The Servicer shall not resign from the obligations and duties hereby imposed on it except by consent of the Trustee or upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to the preceding sentence permitting the resignation of the Master Servicer or either a Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or Servicer and delivered to the Trustee and the Trust AdministratorRating Agencies. No resignation of the Master Servicer or either a Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator Trustee or a successor servicer shall have assumed such Master Servicer's or Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. . (i) Except as expressly provided herein, neither Servicer nor the Master no Servicer shall 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 other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either a Servicer from designating a Subservicer Sub-Servicer as payee of any indemnification amount payable to the related Servicer hereunder; provided, however, that as provided in Section 3.06 hereof3.02, no Subservicer Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee under this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either Servicer are transferred to a successor servicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or Servicer pursuant hereto shall thereafter be payable to such successor servicer.

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, neither Servicer shall assign all or substantially all of its rights under this Agreement or the servicing hereunder nor delegate all or substantially all of its duties hereunder or sell or otherwise dispose of all or substantially all of its property or assets without, in each case, the prior written consent of the Master Servicer and the Certificate Insurer, which consent shall not be unreasonably withheld; provided, that in each case, there must be delivered to the Trustee and the Master Servicer a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates (the “Rating Condition”) and that any attempted assignment or delegation without the prior written consent of the Certificate Insurer shall be null and void and in such case the related Servicer shall continue to perform its obligations under this Agreement. Notwithstanding the foregoing, each Servicer, without the consent of the Trustee or the Master Servicer, may retain third-party contractors to perform certain servicing and loan administration functions, including without limitation hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions, provided, however, that the retention of such contractors by the related Servicer shall not limit the obligation of the related Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant law or (ii) upon the related Servicer’s written proposal of a successor servicer reasonably acceptable to each of the preceding sentence permitting Sponsor, the resignation of Depositor, the Master Servicer or either Servicer and the Certificate Insurer. No such resignation under clause (i) above shall be become effective unless evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or the related Servicer and delivered to the Trustee Trustee, the Rating Agencies and the Trust AdministratorCertificate Insurer. No such resignation of a Servicer under clause (ii) shall be effective unless: (i) the proposed successor servicer is (1) an affiliate of the Master Servicer that services mortgage loans similar to the Mortgage Loans in the jurisdictions in which the related Mortgaged Properties are located or (2) the proposed successor servicer has a rating of at least “Above Average” by S&P and either a rating of at least “RPS2” by Fitch or a rating of at least “SQ2” by Xxxxx’x; (ii) the Rating Agencies have confirmed to the Trustee that the appointment of the proposed successor servicer as the servicer under this Agreement will not result in the reduction or withdrawal of the then current ratings of the Class A Certificates; and (iii) the proposed successor servicer has a net worth of at least $25,000,000. Notwithstanding anything to the contrary, no resignation of a Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator or a successor servicer shall have assumed such Master the related Servicer's or Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. . (b) Except as expressly provided herein, neither Servicer nor the Master no Servicer shall 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 other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or the related Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either a Servicer from designating a Subservicer Sub-Servicer as payee of any indemnification amount payable to the related Servicer hereunder; provided, however, that as provided in Section 3.06 hereof3.02, no Subservicer Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee under this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either Servicer are transferred to a successor servicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or Servicer pursuant hereto shall thereafter be payable to such successor servicer.

Limitation on Resignation of the Servicers. Neither Servicer nor the Master Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable lawlaw and (ii) with the written consent of the Trustee and the Controlling Person (as provided in Section 1.03). Any such determination pursuant to the preceding sentence permitting the resignation of the Master Servicer or either Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or the related Servicer and delivered to the Trustee Trustee, the Certificate Insurer and the Trust AdministratorGuarantor. No resignation of the Master Servicer or either Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator Trustee or a successor servicer reasonably acceptable to the Controlling Person shall have assumed such Master Servicer's or the related Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, neither Servicer nor the Master Servicer shall 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 other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Servicer from designating a Subservicer Sub-Servicer as payee of any indemnification amount payable to the related Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Subservicer Sub-Servicer shall be a third-third- party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee under this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either Servicer are transferred to a successor servicerServicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or the related Servicer pursuant hereto shall thereafter be payable to such successor servicerServicer.

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, no Servicer shall neither assign all or substantially all of its rights under this Agreement or the servicing hereunder nor delegate all or substantially all of its duties hereunder nor sell or otherwise dispose of all or substantially all of its property or assets without, in each case, the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld; provided, that in each case, there must be delivered to the Trustee and the Master Servicer a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. Notwithstanding the foregoing, each Servicer, without the consent of the Trustee or the Master Servicer, may retain third-party contractors to perform certain servicing and loan administration functions, including without limitation hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions, provided, however, that the retention of such contractors by a Servicer shall not limit the obligation of such Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant , (ii) upon the related Servicer's written proposal of a successor servicer reasonably acceptable to each of the preceding sentence permitting Seller, the resignation of Depositor and the Master Servicer or either Servicer (iii) as provided in Section 7.04(c). No such resignation under clause (i) above shall be become effective unless evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or Servicer and delivered to the Trustee and the Trust AdministratorRating Agencies. No such resignation of a Servicer under clause (ii) shall be effective unless: (i) the proposed successor Servicer is (1) an affiliate of the Master Servicer that services mortgage loans similar to the Mortgage Loans in the jurisdictions in which the related Mortgaged Properties are located or (2) the proposed successor Servicer has a rating of at least "Above Average" by S&P and either a rating of at least "RPS2" by Fitch or a rating of at least "SQ2" by Moody's; (ii) the Rating Agencies have confirmed to the Trustee that the appointment of the proposed successor servicer as the servicer under this Agreement will not result in the reduction or withdrawal of the then current ratings of any of the Certificates; and (iii) the proposed successor Servicer has a net worth of at least $25,000,000. Notwithstanding anything to the contrary, no resignation of a Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator or a successor servicer Servicer shall have assumed such Master Servicer's or Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. . (b) Except as expressly provided herein, neither Servicer nor the Master no Servicer shall 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 other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either a Servicer from designating a Subservicer Sub-Servicer as payee of any indemnification amount payable to the related such Servicer hereunder; provided, however, that as provided in Section 3.06 hereof3.02, no Subservicer Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee under this Agreement. If. (c) Notwithstanding anything to the contrary herein, each Servicer may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Servicing Rights Lender"), provided, that: (i) upon a Servicer Event of Default and receipt of a notice of termination by such Servicer, the Servicing Rights Lender may direct such Servicer or its designee to appoint a successor Servicer pursuant to any provision hereofthe provisions, and subject to the duties conditions, set forth in Section 8.02 regarding such appointment of the Master Servicer or either Servicer are transferred to a successor servicer, Servicer; (ii) the entire amount of Servicing Rights Lender's rights are subject to this Agreement; and (iii) such Servicer shall remain subject to termination as servicer under this Agreement pursuant to the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or Servicer pursuant hereto shall thereafter be payable to such successor servicerterms hereof.

Limitation on Resignation of the Servicers. Neither Servicer nor the Master Each Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable lawlaw or (ii) with the written consent of the Trustee and the Trust Administrator, which consent may not be unreasonably withheld, with written confirmation from the Rating Agencies (which confirmation shall be furnished to the Depositor, the Trustee and the Trust Administrator) that such resignation will not cause the Rating Agencies to reduce the then current rating of the Class A Certificates and provided that a qualified successor has agreed to assume the duties and obligations of the related Servicer hereunder. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Master Servicer or either related Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or the related Servicer and delivered to the Trustee and the Trust Administrator. No resignation of the Master Servicer or either related Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), Trust Administrator or the Trustee, the Trust Administrator as applicable, in accordance with Section 7.02 hereof, or a successor servicer shall have assumed such Master the related Servicer's or Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, neither Servicer nor the Master related Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or nor delegate to or subcontract with, or nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Servicer from designating a Subservicer as payee of any indemnification amount payable to the related Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Subservicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either related Servicer are transferred to a successor servicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or the related Servicer pursuant hereto shall thereafter be payable to such successor servicer.

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, no Servicer shall neither assign all or substantially all of its rights under this Agreement or the servicing hereunder nor delegate all or substantially all of its duties hereunder nor sell or otherwise dispose of all or substantially all of its property or assets without, in each case, the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld; provided, that in each case, there must be delivered to the Trustee and the Master Servicer a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. Notwithstanding the foregoing, each Servicer, without the consent of the Trustee or the Master Servicer, may retain third-party contractors to perform certain servicing and loan administration functions, 153 including without limitation hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions, provided, however, that the retention of such contractors by a Servicer shall not limit the obligation of such Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No Servicer shall resign from the obligations and duties hereby imposed on it except by consent of the Master Servicer or upon determination that its duties hereunder are no longer permissible under applicable lawlaw or as provided in Section 7.04(c). Any such determination pursuant to the preceding sentence permitting the resignation (other than pursuant to Section 7.04(c)) of the Master Servicer or either a Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or Servicer and delivered to the Trustee and the Trust AdministratorRating Agencies. No resignation of the Master Servicer or either a Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator or a successor servicer Servicer shall have assumed such Master Servicer's or Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. . (b) Except as expressly provided herein, neither Servicer nor the Master no 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 other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either a Servicer from designating a Subservicer Sub-Servicer as payee of any indemnification amount payable to the related such Servicer hereunder; provided, however, that as provided in Section 3.06 hereof3.02, no Subservicer Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee under this Agreement. If. (c) Notwithstanding anything to the contrary herein, each Servicer may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender"), provided, that: (1) upon a Servicer Event of Default and receipt of a notice of termination by such Servicer, the Lender may direct such Servicer or its designee to appoint a successor Servicer pursuant to any provision hereofthe provisions, and subject to the duties conditions, set forth in Section 8.02 regarding such Servicer's appointment of the Master Servicer or either Servicer are transferred to a successor servicer, Servicer; (2) the entire amount of Lender's rights are subject to this Agreement; and (3) such Servicer shall remain subject to termination as servicer under this Agreement pursuant to the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or Servicer pursuant hereto shall thereafter be payable to such successor servicerterms hereof.

Limitation on Resignation of the Servicers. Neither Servicer nor the Master Each Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable lawlaw or (ii) with the written consent of the Trustee and the Trust Administrator, which consent may not be unreasonably withheld, with written confirmation from the Rating Agencies (which confirmation shall be furnished to the Depositor, the Trustee and the Trust Administrator) that such resignation will not cause the Rating Agencies to reduce the then current rating of the Class A Certificates and provided that a qualified successor has agreed to assume the duties and obligations of the related Servicer hereunder. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Master Servicer or either related Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or the related Servicer and delivered to the Trustee and the Trust Administrator. No resignation of the Master Servicer or either related Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), Trust Administrator or the Trustee, the Trust Administrator as applicable, in accordance with Section 7.02 hereof, or a successor servicer shall have assumed such Master the related Servicer's or Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, neither Servicer nor the Master related Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or nor delegate to or subcontract with, or nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or the related Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either If, pursuant to any provision hereof, the duties of the related Servicer from designating are transferred to a Subservicer as payee successor servicer, the entire amount of any indemnification amount the Servicing Fee and other compensation payable to the related Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Subservicer pursuant hereto shall thereafter be a third-party beneficiary hereunder payable to such successor servicer. The Trustee and the parties hereto shall not Depositor hereby specifically consent to the pledge and assignment by Ocwen of all of Ocwen’s right, title and interest in, to and under this Agreement to a lender and if a Servicer Event of Termination with respect to Ocwen occurs, agree that Ocwen or its designee may appoint the successor servicer, provided that at the time of such appointment, such successor meets the requirements of a successor Servicer pursuant to Section 7.02(a) hereof and agrees to be required subject to recognize any Subservicer as an indemnitee under the terms of this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either Servicer Ocwen are transferred to a successor servicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or Servicer Ocwen pursuant hereto shall thereafter be payable to such successor servicer.

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, no Servicer shall assign all or substantially all of its rights under this Agreement or the servicing hereunder or delegate all or substantially all of its duties hereunder nor sell or otherwise dispose of all or substantially all of its property or assets without, in each case, the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld; provided, that in each case, there must be delivered to the Trustee and the Master Servicer a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. Notwithstanding the foregoing, each Servicer, without the consent of the Trustee or the Master Servicer, may retain third-party contractors to perform certain servicing and loan administration functions, including without limitation hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions, provided, however, that the retention of such contractors by the related Servicer shall not limit the obligation of such Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No Servicer shall resign from the obligations and duties hereby imposed on it except by consent of the Master Servicer or upon determination that its duties hereunder are no longer permissible under applicable lawlaw or as provided in Section 7.04(c) of this Agreement. Any such determination pursuant to the preceding sentence permitting the resignation (other than pursuant to Section 7.04(c) of the Master Servicer or either this Agreement) of a Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or the related Servicer and delivered to the Trustee and the Trust AdministratorRating Agencies. No resignation of the Master Servicer or either a Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator or a successor servicer Servicer shall have assumed such Master the related Servicer's or Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. . (b) Except as expressly provided herein, neither Servicer nor the Master no Servicer shall 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 other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or the related Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either the related Servicer from designating a Subservicer Sub-Servicer as payee of any indemnification amount payable to the related Servicer hereunder; provided, however, that as provided in Section 3.06 hereof3.02 of this Agreement, no Subservicer Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee under this Agreement. If. (c) Notwithstanding anything to the contrary herein, Ocwen may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the “Lender”), provided, that: (1) upon a Servicer Event of Default and receipt of a notice of termination by Ocwen, the Lender may direct Ocwen or its designee to appoint a successor Servicer pursuant to any provision hereofthe provisions, and subject to the duties conditions, set forth in Section 8.02 of the Master Servicer or either Servicer are transferred to this Agreement regarding Ocwen’s appointment of a successor servicer, Servicer; (2) the entire amount of Lender’s rights are subject to this Agreement; and (3) Ocwen shall remain subject to termination as a servicer under this Agreement pursuant to the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or Servicer pursuant hereto shall thereafter be payable to such successor servicerterms hereof.

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, no Servicer shall neither assign all or substantially all of its rights under this Agreement or the servicing hereunder nor delegate all or substantially all of its duties hereunder nor sell or otherwise dispose of all or substantially all of its property or assets without, in each case, the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld; provided, that in each case, there must be delivered to the Trustee and the Master Servicer a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. Notwithstanding the foregoing, each Servicer, without the consent of the Trustee or the Master Servicer, may retain third-party contractors to perform certain servicing and loan administration functions, including without limitation hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions, provided, however, that the retention of such contractors by a Servicer shall not limit the obligation of the Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant , or (ii) upon the related Servicer’s written proposal of a successor servicer reasonably acceptable to each of the preceding sentence permitting Sponsor, the resignation of Depositor, the Master Servicer or either Servicer and the Insurer. No such resignation under clause (i) above shall be become effective unless evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or Servicer and delivered to the Trustee Trustee, the Insurer and the Trust AdministratorRating Agencies. No such resignation of a Servicer under clause (ii) shall be effective unless: (i) the proposed successor Servicer is (1) an affiliate of the Master Servicer that services mortgage loans similar to the Mortgage Loans in the jurisdictions in which the related Mortgaged Properties are located or (2) the proposed successor Servicer has a rating of at least “Above Average” by S&P and either a rating of at least “RPS2” by Fitch or a rating of at least “SQ2” by Mxxxx’x; (ii) the Rating Agencies have confirmed to the Trustee that the appointment of the proposed successor servicer as the servicer under this Agreement will not result in the reduction or withdrawal of the then current ratings of any of the Certificates; and (iii) the proposed successor Servicer has a net worth of at least $25,000,000. Notwithstanding anything to the contrary, no resignation of a Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator or a successor servicer Servicer shall have assumed such Master Servicer's or Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. . (b) Except as expressly provided herein, neither Servicer nor the Master no Servicer shall 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 other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either a Servicer from designating a Subservicer Sub-Servicer as payee of any indemnification amount payable to the related such Servicer hereunder; provided, however, that as provided in Section 3.06 hereof3.02, no Subservicer Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee under this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either Servicer are transferred to a successor servicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or Servicer pursuant hereto shall thereafter be payable to such successor servicer.

Limitation on Resignation of the Servicers. Neither Servicer nor the Master No Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable lawlaw or (ii) with the written consent of the Trustee and written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor and the Trustee) that such resignation will not cause such Rating Agency to reduce the then current rating of the Class A Certificates or the Subordinated Offered Certificates. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Master Servicer or either any Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or the related Servicer and delivered to the Trustee and the Trust AdministratorTrustee. No resignation of the Master Servicer or either any Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator Trustee or a successor servicer shall have assumed such Master Servicer's or Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, neither Servicer nor the Master no Servicer shall assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or nor delegate to or subcontract with, or nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either any Servicer from designating a Subservicer Sub-servicer as payee of any indemnification amount payable to the related such Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Subservicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either any Servicer are transferred to a successor servicerServicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or Servicer pursuant hereto shall thereafter be payable to such successor servicerServicer.

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, no Servicer shall assign all or substantially all of its rights under this Agreement or the servicing hereunder or delegate all or substantially all of its duties hereunder nor sell or otherwise dispose of all or substantially all of its property or assets without, in each case, the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld; provided, that in each case, there must be delivered to the Trustee and the Master Servicer a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, 126 withdrawal or downgrade of the then-current rating of any of the Certificates. Notwithstanding the foregoing, each Servicer, without the consent of the Trustee or the Master Servicer, may retain third-party contractors to perform certain servicing and loan administration functions, including without limitation hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions, PROVIDED, HOWEVER, that the retention of such contractors by the related Servicer shall not limit the obligation of such Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No Servicer shall resign from the obligations and duties hereby imposed on it except by consent of the Master Servicer or upon determination that its duties hereunder are no longer permissible under applicable lawlaw or as provided in Section 7.04(c). Any such determination pursuant to the preceding sentence permitting the resignation (other than pursuant to Section 7.04(c)) of the Master Servicer or either a Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or the related Servicer and delivered to the Trustee and the Trust AdministratorRating Agencies. No resignation of the Master Servicer or either a Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator or a successor servicer Servicer shall have assumed such Master Servicer's or the related Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. . (b) Except as expressly provided herein, neither Servicer nor the Master no Servicer shall 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 other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or the related Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either the related Servicer from designating a Subservicer Sub-Servicer as payee of any indemnification amount payable to the related Servicer hereunder; provided, however, that as provided in Section 3.06 hereof3.02, no Subservicer Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee under this Agreement. If. (c) Notwithstanding anything to the contrary herein, each Servicer may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender"), provided, that: (1) upon an Event of Default and receipt of a notice of termination by the related Servicer, the Lender may direct the related Servicer or its designee to appoint a successor Servicer pursuant to any provision hereofthe provisions, and subject to the duties conditions, set forth in Section 8.02 regarding the related Servicer's appointment of the Master Servicer or either Servicer are transferred to a successor servicer, Servicer; (2) the entire amount of Lender's rights are subject to this Agreement; and (3) the Master Servicing Fee or Servicing Fee and other compensation payable related Servicer shall remain subject to such Master Servicer or Servicer termination as a servicer under this Agreement pursuant hereto shall thereafter be payable to such successor servicerthe terms hereof.

Limitation on Resignation of the Servicers. Neither Servicer nor the Master No Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable lawlaw or (ii) with the written consent of the Trustee and written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor and the Trustee) that such resignation will not cause such Rating Agency to reduce the then current rating of the Offered Certificates. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Master Servicer or either any Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or the related Servicer and delivered to the Trustee and the Trust AdministratorTrustee. No resignation of the Master Servicer or either a Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator Trustee or a successor servicer shall have assumed such Master Servicer's or the related Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, neither Servicer nor the Master no Servicer shall assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or nor delegate to or subcontract with, or nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either any Servicer from designating a Subservicer Sub-Servicer as payee of any indemnification amount payable to the related such Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Subservicer Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee Indemnitee under this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either any Servicer are transferred to a successor servicerServicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or Servicer pursuant hereto shall thereafter be payable to such successor servicerServicer.

Limitation on Resignation of the Servicers. Neither Servicer nor the Master Each Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable lawlaw or (ii) with the written consent of the Trustee and the Trust Administrator, which consent may not be unreasonably withheld, with written confirmation from the Rating Agencies (which confirmation shall be furnished to the Depositor, the Trustee and the Trust Administrator) that such resignation will not cause the Rating Agencies to reduce the then current rating of the Class A Certificates and provided that a qualified successor has agreed to assume the duties and obligations of the related Servicer hereunder. Any such determination pursuant to clause (i) of the preceding sentence permitting the resignation of the Master Servicer or either related Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or the related Servicer and delivered to the Trustee and the Trust Administrator. No resignation of the Master Servicer or either related Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), Trust Administrator or the Trustee, the Trust Administrator as applicable, in accordance with Section 7.02 hereof, or a successor servicer shall have assumed such Master the related Servicer's or Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, neither Servicer nor the Master related Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or nor delegate to or subcontract with, or nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Servicer from designating a Subservicer as payee of any indemnification amount payable to the related Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Subservicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either related Servicer are transferred to a successor servicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or the related Servicer pursuant hereto shall thereafter be payable to such successor servicer. [Notwithstanding anything in this Agreement to the contrary, Option One may transfer the servicing of the Option One Mortgage Loans to Wxxxx Fargo on or about May 1, 2006. Upon such transfer of the servicing of the Option One Mortgae Loans, Option One will resign from its duties and obligations under this Agreement and such resignation will not require approvals from the Trustee, the Trust Administrator or the Rating Agencies as set forth above.]

Limitation on Resignation of the Servicers. Neither Servicer nor the Master Servicer shall assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of such Servicer, the Class A-1 Certificate Insurer, the Securities Administrator, the Master Servicer, the Depositor and the Trustee (and written notice to the Custodian) or upon the determination that its duties hereunder are no longer permissible under applicable lawlaw and such incapacity cannot be cured by such Servicer. Any such determination pursuant to the preceding sentence permitting the resignation of the Master Servicer or either a Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or Servicer and delivered to the Trustee Depositor and the Trust Securities Administrator which Opinion of Counsel shall be in form and substance acceptable to the Depositor and the Securities Administrator. No such resignation shall become effective until a successor shall have assumed 155 such Servicer's responsibilities and obligations hereunder. Notwithstanding anything to the contrary herein, such Servicer may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender"); provided that the Lender may only terminate a Servicer under this Agreement if there has been an Event of Default under this Agreement, in which event the Lender may replace such Servicer in the same manner and subject to the same conditions applicable in the event such Servicer is appointing a successor Servicer upon a servicer termination pursuant to Section 7.02. Notwithstanding the provisions of Section 6.04 herein to the contrary, in the event that a Servicer determines that it will no longer engage in the business of servicing mortgage loans, such Servicer may assign its rights under this Agreement, provided that, (i) as long as the Class A-1 Certificates are outstanding or any amounts are owed to the Class A-1 Certificate Insurer, the Class A-1 Certificate Insurer in its sole discretion has consented, (ii) the Rating Agencies' ratings of the Certificates in effect immediately prior to such action will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies) and (iii) such Servicer shall be liable for all costs and expenses associated with the transfer of servicing, provided further, that such Servicer shall indemnify and hold each of the Trust Fund, the Master Servicer, the Trustee, the Custodian, Class A-1 Certificate Insurer, the Depositor, the other Servicers hereunder, any sub-servicer, the successor Servicer or either and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that such party may sustain in any way related to such assignment except with respect to a successor Servicer's failure to comply with the terms of this Agreement. No assignment by such Servicer shall become effective until a successor Servicer acceptable to the Class A-1 Certificate Insurer (as long as the Class A-1 Certificates are outstanding or any amounts are owed to the Class A-1 Certificate Insurer), the Depositor and the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator or a successor servicer shall have assumed in writing such Master Servicer's or Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, neither Any such assignment shall not relieve a Servicer nor the Master Servicer shall 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 other Person to perform responsibility for any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Servicer from designating a Subservicer as payee of any indemnification amount payable specified herein except to the related Servicer hereunder; provided, however, extent that as provided in Section 3.06 hereof, no Subservicer shall be a third-party beneficiary hereunder and such responsibilities have been expressly assumed by the parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either Servicer are transferred to a successor servicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or Servicer pursuant hereto shall thereafter be payable to such successor servicerServicer.

Limitation on Resignation of the Servicers. Neither Servicer nor the Master Servicer shall resign from the obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to the preceding sentence permitting the resignation of the Master Servicer or either Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or the related Servicer and delivered to the Trustee and the Trust AdministratorTrustee. No resignation of the Master Servicer or either Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator Trustee or a successor servicer shall have assumed such Master Servicer's or the related Servicer's responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, neither Servicer nor the Master Servicer shall 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 other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Servicer from designating a Subservicer Sub-Servicer as payee of any indemnification amount payable to the related Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Subservicer Sub- Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee under this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either Servicer are transferred to a successor servicerServicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or the related Servicer pursuant hereto shall thereafter be payable to such successor servicerServicer. Notwithstanding anything to the contrary herein, Ocwen may pledge or assign as collateral all its rights, title and interest under this Agreement to a lender (the "Lender") financing the purchase price payable by Ocwen for the servicing rights purchased from the Seller, provided, that: (1) in the event of a default under the loan agreement with the Lender, the Lender may effect the termination of Ocwen as a Servicer hereunder, and, notwithstanding Section 7.02 which shall not apply to a termination of the Servicer pursuant to this Section 6.04, designate any replacement Servicer and control the manner of engaging a successor following a termination of Ocwen as a Servicer, provided that written confirmation is received by the Trustee and the Depositor from the Rating Agencies that the appointment of such successor would not result in the reduction or withdrawal of the rating of any outstanding Class of Certificates and the Seller and the Depositor shall have consented to such successor; (2) the Lender's rights are subject to this Agreement; and (3) Ocwen shall be subject to termination as a Servicer under this Agreement pursuant to the terms hereof.

Limitation on Resignation of the Servicers. Neither (a) Except as expressly provided herein, neither Servicer shall assign all or substantially all of its rights under this Agreement or the servicing hereunder nor delegate all or substantially all of its duties hereunder or sell or otherwise dispose of all or substantially all of its property or assets without, in each case, the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld; provided, that in each case, there must be delivered to the Trustee and the Master Servicer a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates (the “Rating Condition”). Notwithstanding the foregoing, each Servicer, without the consent of the Trustee or the Master Servicer, may retain third-party contractors to perform certain servicing and loan administration functions, including without limitation hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions, provided, however, that the retention of such contractors by the related Servicer shall not limit the obligation of the related Servicer to service the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No Servicer shall resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant law or (ii) upon the related Servicer’s written proposal of a successor servicer reasonably acceptable to the preceding sentence permitting the resignation each of the Sponsor, the Depositor and the Master Servicer or either Servicer Servicer. No such resignation under clause (i) above shall be become effective unless evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or the related Servicer and delivered to the Trustee and the Trust AdministratorRating Agencies. No such resignation of a Servicer under clause (ii) shall be effective unless: (i) the proposed successor Servicer is (1) an affiliate of the Master Servicer that services mortgage loans similar to the Mortgage Loans in the jurisdictions in which the related Mortgaged Properties are located or (2) the proposed successor Servicer has a rating of at least “Above Average” by S&P and either a rating of at least “RPS2” by Fitch or a rating of at least “SQ2” by Xxxxx’x; (ii) the Rating Agencies have confirmed to the Trustee that the appointment of the proposed successor servicer as the servicer under this Agreement will not result in the reduction or withdrawal of the then current ratings of any of the Certificates; and (iii) the proposed successor servicer has a net worth of at least $25,000,000. Notwithstanding anything to the contrary, no resignation of a Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Administrator or a successor servicer shall have assumed such Master the related Servicer's or Servicer's ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. In addition, the Sponsor shall promptly inform the Credit Risk Manager of a Servicer’s resignation under this Section 7.04. (b) Except as expressly provided herein, neither Servicer nor the Master no Servicer shall 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 other Person to perform any of the duties, covenants or obligations to be performed by such Master Servicer or the related Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either a Servicer from designating a Subservicer Sub-Servicer as payee of any indemnification amount payable to the related Servicer hereunder; provided, however, that as provided in Section 3.06 hereof3.02, no Subservicer Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer Sub-Servicer as an indemnitee under this Agreement. If. (c) Notwithstanding anything to the contrary herein, pursuant Ocwen may pledge or assign as collateral all its rights, title and interest under this Agreement to any provision hereof, a lender (the duties “Servicing Rights Lender”) and allow such Servicing Rights Lender (i) to cause the transfer of the Master Servicer or either Servicer are transferred servicing to a successor servicerServicer that meets the Rating Condition if Ocwen defaults under its agreements with the Servicing Rights Lender and (ii) upon an Event of Default and receipt of notice of termination by Ocwen, the entire amount of the Master Servicing Fee Rights Lender may direct Ocwen or Servicing Fee and other compensation payable its designee to such Master Servicer or appoint a successor Servicer pursuant hereto to the provisions, and subject to the conditions set forth in Section 8.02 regarding Ocwen’s appointment of a successor Servicer, provided, that: (i) the Servicing Rights Lender’s rights are subject to this Agreement; and (ii) such Servicer shall thereafter be payable remain subject to such successor servicertermination as servicer under this Agreement pursuant to the terms hereof.

Limitation on Resignation of the Servicers. Neither Servicer nor the Master A Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to the preceding sentence permitting the resignation of the Master Servicer or either a Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of such Master Servicer or Servicer and delivered to the Trustee and the Trust Securities Administrator. No such resignation of the Master Servicer or either Servicer shall become effective until the Master Servicer (if the Master Servicer is not the resigning Servicer), the Trustee, the Trust Securities Administrator or a successor servicer shall have reasonably acceptable to the Securities Administrator (with the consent of the Certificate Insurer) is appointed and has assumed such Master Servicer's or Servicer's responsibilities, duties, liabilities and obligations hereunder. Any such resignation shall not relieve each Servicer of any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of each Servicer. The Securities Administrator and the Depositor hereby specifically (other than those liabilities arising prior i) consent to the appointment pledge and assignment by each Servicer of such successorall of each Servicer's right, title and interest in, to and under this Agreement to the Servicing Rights Pledgee, for the benefit of certain lenders, and (ii) and obligations agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by each Servicer whereby each Servicer shall resign as Servicer under this Agreement. Except , the Trustee shall appoint the Servicing Rights Pledgee or its designee as expressly successor Servicer, provided hereinthat at the time of such appointment, neither the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer nor the Master Servicer shall 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 other Person to perform any of the duties, covenants or obligations as set forth herein and agrees to be performed by such Master Servicer or Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Servicer from designating a Subservicer as payee of any indemnification amount payable subject to the related Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Subservicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer as an indemnitee under terms of this Agreement. If, pursuant to any provision hereof, the duties of the Master Servicer or either each Servicer are transferred to a successor servicerServicer, the entire amount of the Master Servicing Fee or Servicing Fee and other compensation payable to such Master Servicer or each Servicer pursuant hereto shall thereafter be payable to such successor Servicer. Notwithstanding the foregoing, at the Servicing Rights Owner's request, a Servicer shall resign upon the selection and appointment of a successor Servicer (the "Servicing Rights Pledgee") by the Servicing Rights Owner; provided that (a) the Certificate Insurer consents to such resignation and appointment, (b) the Servicing Rights Owner delivers to the Trustee and the Securities Administrator the letter required pursuant to the paragraph above and (c) the Servicing Rights Pledgee designated by the Servicing Rights Owner meets the eligibility requirements for a successor Servicer. Upon such appointment, such Servicing Rights Pledgee will become a Servicer pursuant to the terms of this Agreement. JPMorgan Chase Bank will not act as Backup Servicer with respect to such successor servicer.