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

Master Servicer or Trustee to Act; Appointment of Successor. On and after the date on which the Master Servicer and/or a Servicer receives a notice of termination pursuant to Section 7.01(a) subject to the terms of this Section 7.02, the Trustee (in the event that the (a) Master Servicer is no longer the Master Servicer hereunder or (b) Master Servicer is no longer the Master Servicer hereunder and a Servicer shall for any reason no longer by a Servicer hereunder) or the Master Servicer (in the event that a Servicer shall for any reason no longer by a Servicer hereunder) shall be the successor in all respects to the Master Servicer or the related Servicer in its capacity as master servicer or servicer, as applicable, under this Agreement and all authority and power of the Master Servicer or the related Servicer, as applicable, under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the related Mortgage Loans or otherwise, shall pass to and be vested in the Trustee or the Master Servicer, as applicable, pursuant to and under this section and, without limitation, the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a Servicer) is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Master Servicer or the related Servicer, as applicable, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Trustee or the Master Servicer (except for any representations or warranties of the Master Servicer (in the case of the Trustee) or the related Servicer (in the case of the Trustee and the Master Servicer)) under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(b) and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the related Servicer’s or the Master Servicer’s (as successor servicer) obligations to make P&I Advances pursuant to Section 4.03 (and if the related Servicer was terminated for failure to make a P&I Advance pursuant to Section 7.01(a)(vii) the Master Servicer or the Trustee, as applicable, shall immediately make such P&I Advance on the date that it becomes Successor Servicer, except to the extent the Master Servicer or the Trustee, as applicable, deems such P&I Advances to be a Nonrecoverable P&I Advance); provided, however, that (a) if the Trustee or the Master Servicer, as applicable, is prohibited by law or regulation from obligating itself to make P&I Advances regarding Delinquent Mortgage Loans, then the Trustee or the Master Servicer, as applicable, shall not be obligated to make P&I Advances pursuant to Section 4.03, (b) the Trustee or the Master Servicer, as applicable, shall not be liable for losses of the predecessor Master Servicer or the related Servicer, as applicable, or any acts or omissions of the related predecessor Master Servicer or related Servicer, as applicable, hereunder or (c) deemed to have made any representations and warranties of the predecessor Master Servicer or the related Servicer, as applicable, hereunder); and provided, further, that any failure to perform such duties or responsibilities caused by the Master Servicer’s or the related Servicer’s, as applicable, failure to provide information required by this Section 7.02 shall not be considered a default by the Trustee or the Master Servicer (as successor servicer) hereunder; provided, however, in the case of termination of the Servicer, it is understood and acknowledged by the parties that there will be a period of transition (not to exceed 90 days from the date on which the related Servicer receives such notice of termination) before the servicing transfer is fully effected, during which time the terminated Servicer shall continue all servicing (other than making any required P&I Advance, which the Trustee or the Master Servicer (as successor servicer) shall be required to do, subject to the limitations of this sentence) of the Mortgage Loans. Notwithstanding the above, the Trustee or the Master Servicer, as applicable, shall, if it is unable to so act or if it is prohibited by law from making advances regarding Delinquent Mortgage Loans, or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a Servicer) promptly appoint or petition a court of competent jurisdiction to appoint a successor servicer meeting the requirements described below. Notwithstanding the foregoing, for a period of 30 days following the date on which a Servicer shall have received a notice of termination pursuant to Section 7.01, the terminated Servicer may appoint a successor servicer that satisfies the eligibility criteria of a successor servicer set forth below, which appointment shall be subject to the consent of the Depositor, the Seller, the Master Servicer and the Trustee, which consent shall not be unreasonably withheld or delayed; provided that such successor servicer agrees to fully effect the servicing transfer within the 90 day period referred to above and to make all P&I Advances that would otherwise be made by the Trustee or the Master Servicer (as successor servicer) as of the date of such appointment, and to reimburse the terminated Servicer, the Master Servicer or the Trustee, as applicable, for any xxxxxxxxxxxx X&X Advances they have made and any reimburseable expenses that they may have incurred in connection with this Section 7.02. Any proceeds received in connection with the appointment of such successor servicer shall be the property of the terminated Servicer or its designee. This 30 day period shall terminate immediately (i) at the close of business on the second Business Day of such 30 day period if (A) a Servicer was terminated because of an Event of Default described in Section 7.01(a)(vi) for failing to make a required P&I Advance, and (B) the related Servicer shall have failed to make (or cause to be made) such P&I Advance, or the related Servicer shall fail to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for a P&I Advance made by the Master Servicer or the Trustee, as applicable, by the close of business on such second Business Day, or (ii) at the close of business on the second Business Day following the date (if any) during such 30 day period on which a P&I Advance is due to be made, if the terminated Servicer shall have failed to make (or caused to be made) such P&I Advance, or the terminated Servicer shall have failed to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for such P&I Advance, by the close of business on such second Business Day. As compensation therefor, the Trustee or the Master Servicer, as applicable, shall be entitled to the Master Servicer’s Compensation or the related Servicing Fee, as applicable, and all funds relating to the Mortgage Loans to which the Master Servicer or the related Servicer, as applicable, would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due to the Master Servicer to the related Servicer, as applicable, prior to its termination or resignation). Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for herein. Any successor servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $15,000,000 and (iv) assume all the responsibilities, duties or liabilities of such servicer (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of the Master Servicer or the related Servicer, as applicable, under Section 7.01 herein) under this Agreement as if originally named as a party to this Agreement. No appointment of a successor to the Master Servicer or the related Servicer, as applicable, under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s or the related Servicer’s, as applicable, responsibilities, duties and liabilities (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of such servicer under Section 7.01(a) herein) hereunder. In connection with such appointment and assumption of a successor master servicer or servicer as described herein, the Trustee or the Master Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer or the related Servicer, as applicable, as such hereunder. The Depositor, the Master Servicer (in the case of a Servicer) and the Trustee (in the case of the Master Servicer) and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the defaulting servicer under this Agreement, the Trustee or the Master Servicer, as applicable, shall act in such capacity as hereinabove provided. Each Servicer agrees, at its sole cost and expense, promptly (and in any event no later than ten Business Days subsequent to such notice) to provide the Trustee or the Master Servicer, as applicable, with all documents and records requested by it to enable it to assume the related Servicer’s functions under this Agreement, and to cooperate with the Master Servicer in effecting the termination of the related Servicer’s responsibilities and rights under this Agreement, including, without limitation, the transfer within two Business Days to the Master Servicer for administration by it of all cash amounts which at the time shall be or should have been credited by the related Servicer to the related Collection Account held by or on behalf of the related Servicer or any REO Account or Servicing Account held by or on behalf of the related Servicer or thereafter be received with respect to the related Mortgage Loans or any REO Property. For purposes of this section, the Master Servicer shall not be deemed to have knowledge of an Event of Default unless a Responsible Officer of the Master Servicer assigned to and working in the Master Servicer’s Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default is received by the Master Servicer and such notice references the Certificates, any of the Trust REMICs or this Agreement. The Master Servicer shall be entitled to be reimbursed by the defaulting Servicer (or by the Trust Fund if such Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer, from the related Servicer immediately preceding the Master Servicer), including without limitation, any reasonable out-of-pocket or third party costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer to service the Mortgage Loans properly and effectively, upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of the activities of the Master Servicer or the related Servicer, as applicable, hereunder, the Master Servicer or the related Servicer, as applicable, shall be entitled to receive, out of any Late Collection of a Monthly Payment on a related Mortgage Loan which was due prior to the notice terminating such Master Servicer’s or related Servicer’s, as applicable, rights and obligations as Master Servicer or the related Servicer, as applicable, hereunder and received after such notice, that portion thereof to which such Master Servicer or the related Servicer, as applicable, would have been entitled pursuant to Section 3.11, and any other amounts payable to such Master Servicer or the related Servicer, as applicable, hereunder the entitlement to which arose prior to the termination of its activities hereunder in accordance with Section 3.11 and in the time period specified in Section 3.11. The Master Servicer or the related Servicer, as applicable, shall continue to be entitled to the benefits of Section 6.03, notwithstanding any termination hereunder with respect to events occurring prior to such termination. If a Servicer fails to pay all costs related to the transition of servicing to a successor servicer, the successor servicer shall be entitled to reimbursement of these amounts from the Trust.

Master Servicer or Trustee to Act; Appointment of Successor. On and after the date on which the Master Servicer and/or a or the Servicer receives a notice of termination pursuant to Section 7.01(a) subject to the terms of this Section 7.02, the Trustee (in the event that the (a) Master Servicer is no longer case of the Master Servicer hereunder or (b) Master Servicer is no longer the Master Servicer hereunder and a Servicer shall for any reason no longer by a Servicer hereunderServicer) or the Master Servicer (in the event that a Servicer shall for any reason no longer by a Servicer hereundercase of the Servicer) shall be the successor in all respects to the Master Servicer or the related Servicer in its capacity as master servicer or servicer, as applicable, under this Agreement and all authority and power of the Master Servicer or the related Servicer, as applicable, under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the related Mortgage Loans or otherwise, shall pass to and be vested in the Trustee or the Master Servicer, as applicable, pursuant to and under this section and, without limitation, the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a the Servicer) is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Master Servicer or the related Servicer, as applicable, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Trustee or the Master Servicer (except for any representations or warranties of the Master Servicer (in the case of the Trustee) or the related Servicer (in the case of the Trustee and the Master Servicer)) under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(b) and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the related Servicer’s or the Master Servicer’s (as successor servicer) obligations to make P&I Advances pursuant to Section 4.03 (and if the related Servicer was terminated for failure to make a P&I Advance pursuant to Section 7.01(a)(vii) the Master Servicer or the Trustee, as applicable, shall immediately make such P&I Advance on the date that it becomes Successor Servicer, except to the extent the Master Servicer or the Trustee, as applicable, deems such P&I Advances to be a Nonrecoverable P&I Advance); provided, however, that (a) if the Trustee or the Master Servicer, as applicable, is prohibited by law or regulation from obligating itself to make P&I Advances regarding Delinquent Mortgage Loans, then the Trustee or the Master Servicer, as applicable, shall not be obligated to make P&I Advances pursuant to Section 4.03, (b) the Trustee or the Master Servicer, as applicable, shall not be liable for losses of the predecessor Master Servicer or the related Servicer, as applicable, or any acts or omissions of the related predecessor Master Servicer or related Servicer, as applicable, hereunder or (c) deemed to have made any representations and warranties of the predecessor Master Servicer or the related Servicer, as applicable, hereunder); and provided, further, that any failure to perform such duties or responsibilities caused by the Master Servicer’s or the related Servicer’s, as applicable, failure to provide information required by this Section 7.02 shall not be considered a default by the Trustee or the Master Servicer (as successor servicer) hereunder; provided, however, in the case of termination of the Servicer, it is understood and acknowledged by the parties that there will be a period of transition (not to exceed 90 days from the date on which the related Servicer receives such notice of termination) before the servicing transfer is fully effected, during which time the terminated Servicer shall continue all servicing (other than making any required P&I Advance, which the Trustee or the Master Servicer (as successor servicer) shall be required to do, subject to the limitations of this sentence) of the Mortgage Loans. Notwithstanding the above, the Trustee or the Master Servicer, as applicable, shall, if it is unable to so act or if it is prohibited by law from making advances regarding Delinquent Mortgage Loans, or if FSA or the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a the Servicer) promptly appoint or petition a court of competent jurisdiction to appoint a successor servicer meeting the requirements described below. Notwithstanding the foregoing, for a period of 30 days following the date on which a the Servicer shall have received a notice of termination pursuant to Section 7.01, the terminated Servicer may appoint a successor servicer that satisfies the eligibility criteria of a successor servicer set forth below, which appointment shall be subject to the consent of the Depositor, the Seller, the Master Servicer Servicer, FSA and the Trustee, which consent shall not be unreasonably withheld or delayed; provided that such successor servicer agrees to fully effect the servicing transfer within the 90 day period referred to above and to make all P&I Advances that would otherwise be made by the Trustee or the Master Servicer (as successor servicer) as of the date of such appointment, and to reimburse the terminated Servicer, the Master Servicer or the Trustee, as applicable, for any xxxxxxxxxxxx X&X Advances they have made and any reimburseable expenses that they may have incurred in connection with this Section 7.02. Any proceeds received in connection with the appointment of such successor servicer shall be the property of the terminated Servicer or its designee. This 30 day period shall terminate immediately (i) at the close of business on the second Business Day of such 30 day period if (A) a the Servicer was terminated because of an Event of Default described in Section 7.01(a)(vi7.01(a)(vii) for failing to make a required P&I Advance, and (B) the related Servicer shall have failed to make (or cause to be made) such P&I Advance, or the related Servicer shall fail to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for a P&I Advance made by the Master Servicer or the Trustee, as applicable, by the close of business on such second Business Day, or (ii) at the close of business on the second Business Day following the date (if any) during such 30 day period on which a P&I Advance is due to be made, if the terminated Servicer shall have failed to make (or caused to be made) such P&I Advance, or the terminated Servicer shall have failed to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for such P&I Advance, by the close of business on such second Business Day. As compensation therefor, the Trustee or the Master Servicer, as applicable, shall be entitled to the Master Servicer’s Compensation Servicing Fee or the related Servicing Fee, as applicable, and all funds relating to the Mortgage Loans to which the Master Servicer or the related Servicer, as applicable, would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due to the Master Servicer to the related Servicer, as applicable, prior to its termination or resignation). Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for herein. Any successor servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $15,000,000 and (iv) assume all the responsibilities, duties or liabilities of such servicer (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of the Master Servicer or the related Servicer, as applicable, under Section 7.01 herein) under this Agreement as if originally named as a party to this Agreement. No appointment of a successor to the Master Servicer or the related Servicer, as applicable, under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s or the related Servicer’s, as applicable, responsibilities, duties and liabilities (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of such servicer under Section 7.01(a) herein) hereunder. In connection with such appointment and assumption of a successor master servicer or servicer as described herein, the Trustee or the Master Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer or the related Servicer, as applicable, as such hereunder. The Depositor, the Master Servicer (in the case of a the Servicer) and the Trustee (in the case of the Master Servicer) and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the defaulting servicer under this Agreement, the Trustee or the Master Servicer, as applicable, shall act in such capacity as hereinabove provided. Each The Servicer agrees, at its sole cost and expense, promptly (and in any event no later than ten Business Days subsequent to such notice) to provide the Trustee or the Master Servicer, as applicable, with all documents and records requested by it to enable it to assume the related Servicer’s functions under this Agreement, and to cooperate with the Master Servicer in effecting the termination of the related Servicer’s responsibilities and rights under this Agreement, including, without limitation, the transfer within two Business Days to the Master Servicer for administration by it of all cash amounts which at the time shall be or should have been credited by the related Servicer to the related Collection Account held by or on behalf of the related Servicer or any REO Account or Servicing Account held by or on behalf of the related Servicer or thereafter be received with respect to the related Mortgage Loans or any REO Property. For purposes of this section, the Master Servicer shall not be deemed to have knowledge of an Event of Default unless a Responsible Officer of the Master Servicer assigned to and working in the Master Servicer’s Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default is received by the Master Servicer and such notice references the Certificates, any of the Trust REMICs or this Agreement. The Master Servicer shall be entitled to be reimbursed by the defaulting Servicer (or by the Trust Fund if such Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer, from the related Servicer immediately preceding the Master Servicer), including without limitation, any reasonable out-of-pocket or third party costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer to service the Mortgage Loans properly and effectively, upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of the activities of the Master Servicer or the related Servicer, as applicable, hereunder, the Master Servicer or the related Servicer, as applicable, shall be entitled to receive, out of any Late Collection of a Monthly Payment on a related Mortgage Loan which was due prior to the notice terminating such Master Servicer’s or related Servicer’s, as applicable, rights and obligations as Master Servicer or the related Servicer, as applicable, hereunder and received after such notice, that portion thereof to which such Master Servicer or the related Servicer, as applicable, would have been entitled pursuant to Section 3.11, and any other amounts payable to such Master Servicer or the related Servicer, as applicable, hereunder the entitlement to which arose prior to the termination of its activities hereunder in accordance with Section 3.11 and in the time period specified in Section 3.11. The Master Servicer or the related Servicer, as applicable, shall continue to be entitled to the benefits of Section 6.03, notwithstanding any termination hereunder with respect to events occurring prior to such termination. If a the Servicer fails to pay all costs related to the transition of servicing to a successor servicer, the successor servicer shall be entitled to reimbursement of these amounts from the Trust.

Master Servicer or Trustee to Act; Appointment of Successor. On and after the date on which the Master Servicer and/or a or the Servicer receives a notice of termination pursuant to Section 7.01(a) subject to the terms of this Section 7.02, the Trustee (in the event that the (a) Master Servicer is no longer case of the Master Servicer hereunder or (b) Master Servicer is no longer the Master Servicer hereunder and a Servicer shall for any reason no longer by a Servicer hereunderServicer) or the Master Servicer (in the event that a Servicer shall for any reason no longer by a Servicer hereundercase of the Servicer) shall be the successor in all respects to the Master Servicer or the related Servicer in its capacity as master servicer or servicer, as applicable, under this Agreement and all authority and power of the Master Servicer or the related Servicer, as applicable, under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the related Mortgage Loans or otherwise, shall pass to and be vested in the Trustee or the Master Servicer, as applicable, pursuant to and under this section Section and, without limitation, the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a the Servicer) is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Master Servicer or the related Servicer, as applicable, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Trustee or the Master Servicer (except for any representations or warranties of the Master Servicer (in the case of the Trustee) or the related Servicer (in the case of the Trustee and the Master Servicer)) under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(b) and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the related Servicer’s or the Master Servicer’s (as successor servicer) obligations to make P&I Advances pursuant to Section 4.03 (and if the related Servicer was terminated for failure to make a P&I Advance pursuant to Section 7.01(a)(vii) the Master Servicer or the Trustee, as applicable, shall immediately make such P&I Advance on the date that it becomes Successor Servicer, except to the extent the Master Servicer or the Trustee, as applicable, deems such P&I Advances to be a Nonrecoverable P&I Advance); provided, however, that (a) if the Trustee or the Master Servicer, as applicable, is prohibited by law or regulation from obligating itself to make P&I Advances regarding Delinquent Mortgage Loans, then the Trustee or the Master Servicer, as applicable, shall not be obligated to make P&I Advances pursuant to Section 4.03, (b) the Trustee or the Master Servicer, as applicable, shall not be liable for losses of the predecessor Master Servicer or the related Servicer, as applicable, or any acts or omissions of the related predecessor Master Servicer or related Servicer, as applicable, hereunder or (c) deemed to have made any representations and warranties of the predecessor Master Servicer or the related Servicer, as applicable, hereunder); and provided, further, that any failure to perform such duties or responsibilities caused by the Master Servicer’s or the related Servicer’s, as applicable, failure to provide information required by this Section 7.02 shall not be considered a default by the Trustee or the Master Servicer (as successor servicer) hereunder; provided, however, in the case of termination of the Servicer, it is understood and acknowledged by the parties that there will be a period of transition (not to exceed 90 days from the date on which the related Servicer receives such notice of termination) before the servicing transfer is fully effected, during which time the terminated Servicer shall continue all servicing (other than making any required P&I Advance, which the Trustee or the Master Servicer (as successor servicer) shall be required to do, subject to the limitations of this sentence) of the Mortgage Loans. Notwithstanding the above, the Trustee or the Master Servicer, as applicable, shall, if it is unable to so act or if it is prohibited by law from making advances regarding Delinquent Mortgage Loans, or if CIFG or the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a the Servicer) promptly appoint or petition a court of competent jurisdiction to appoint a successor servicer meeting the requirements described below. Notwithstanding the foregoing, for a period of 30 days following the date on which a the Servicer shall have received a notice of termination pursuant to Section 7.01, the terminated Servicer may appoint a successor servicer that satisfies the eligibility criteria of a successor servicer set forth below, which appointment shall be subject to the consent of the Depositor, the Seller, the Master Servicer and the Trustee, which consent shall not be unreasonably withheld or delayed; provided that such successor servicer agrees to fully effect the servicing transfer within the 90 day period referred to above and to make all P&I Advances that would otherwise be made by the Trustee or the Master Servicer (as successor servicer) as of the date of such appointment, and to reimburse the terminated Servicer, the Master Servicer or the Trustee, as applicable, for any xxxxxxxxxxxx X&X Advances they have made and any reimburseable expenses that they may have incurred in connection with this Section 7.02. Any proceeds received in connection with the appointment of such successor servicer shall be the property of the terminated Servicer or its designee. This 30 day period shall terminate immediately (i) at the close of business on the second Business Day of such 30 day period if (A) a the Servicer was terminated because of an Event of Default described in Section 7.01(a)(vi7.01(a)(vii) for failing to make a required P&I Advance, and (B) the related Servicer shall have failed to make (or cause to be made) such P&I Advance, or the related Servicer shall fail to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for a P&I Advance made by the Master Servicer or the Trustee, as applicable, by the close of business on such second Business Day, or (ii) at the close of business on the second Business Day following the date (if any) during such 30 day period on which a P&I Advance is due to be made, if the terminated Servicer shall have failed to make (or caused to be made) such P&I Advance, or the terminated Servicer shall have failed to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for such P&I Advance, by the close of business on such second Business Day. As compensation therefor, the Trustee or the Master Servicer, as applicable, shall be entitled to the Master Servicer’s Compensation Servicing Fee or the related Servicing Fee, as applicable, and all funds relating to the Mortgage Loans to which the Master Servicer or the related Servicer, as applicable, would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due to the Master Servicer to the related Servicer, as applicable, prior to its termination or resignation). Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for herein. Any successor servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $15,000,000 and (iv) assume all the responsibilities, duties or liabilities of such servicer (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of the Master Servicer or the related Servicer, as applicable, under Section 7.01 herein) under this Agreement as if originally named as a party to this Agreement. No appointment of a successor to the Master Servicer or the related Servicer, as applicable, under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s or the related Servicer’s, as applicable, responsibilities, duties and liabilities (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of such servicer under Section 7.01(a) herein) hereunder. In connection with such appointment and assumption of a successor master servicer or servicer as described herein, the Trustee or the Master Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer or the related Servicer, as applicable, as such hereunder. The Depositor, the Master Servicer (in the case of a the Servicer) and the Trustee (in the case of the Master Servicer) and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the defaulting servicer under this Agreement, the Trustee or the Master Servicer, as applicable, shall act in such capacity as hereinabove herein provided. Each The Servicer agrees, at its sole cost and expense, promptly (and in any event no later than ten Business Days subsequent to such notice) to provide the Trustee or the Master Servicer, as applicable, with all documents and records requested by it to enable it to assume the related Servicer’s functions under this Agreement, and to cooperate with the Master Servicer in effecting the termination of the related Servicer’s responsibilities and rights under this Agreement, including, without limitation, the transfer within two Business Days to the Master Servicer for administration by it of all cash amounts which at the time shall be or should have been credited by the related Servicer to the related Collection Account held by or on behalf of the related Servicer or any REO Account or Servicing Account held by or on behalf of the related Servicer or thereafter be received with respect to the related Mortgage Loans or any REO Property. For purposes of this section, the Master Servicer shall not be deemed to have knowledge of an Event of Default unless a Responsible Officer of the Master Servicer assigned to and working in the Master Servicer’s Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default is received by the Master Servicer and such notice references the Certificates, any of the Trust REMICs or this Agreement. The Master Servicer shall be entitled to be reimbursed by the defaulting Servicer (or by the Trust Fund if such Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer, from the related Servicer immediately preceding the Master Servicer), including without limitation, any reasonable out-of-pocket or third party costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer to service the Mortgage Loans properly and effectively, upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of the activities of the Master Servicer or the related Servicer, as applicable, hereunder, the Master Servicer or the related Servicer, as applicable, shall be entitled to receive, out of any Late Collection of a Monthly Payment on a related Mortgage Loan which was due prior to the notice terminating such Master Servicer’s or related Servicer’s, as applicable, rights and obligations as Master Servicer or the related Servicer, as applicable, hereunder and received after such notice, that portion thereof to which such Master Servicer or the related Servicer, as applicable, would have been entitled pursuant to Section 3.11, and any other amounts payable to such Master Servicer or the related Servicer, as applicable, hereunder the entitlement to which arose prior to the termination of its activities hereunder in accordance with Section 3.11 and in the time period specified in Section 3.11. The Master Servicer or the related Servicer, as applicable, shall continue to be entitled to the benefits of Section 6.03, notwithstanding any termination hereunder with respect to events occurring prior to such termination. If a the Servicer fails to pay all costs related to the transition of servicing to a successor servicer, the successor servicer shall be entitled to reimbursement of these amounts from the Trust.

Master Servicer or Trustee to Act; Appointment of Successor. On (a) From the time the Servicer (and after the date on which Trustee, if notice is sent by the Master Servicer and/or a Servicer Holders) receives a notice of termination pursuant to Section 7.01(a) subject to the terms of this Section 7.027.01 or 6.04, the Trustee (in the event that the (a) Master Servicer is no longer the Master Servicer hereunder or (b) Master Servicer is no longer the Master Servicer hereunder and a Servicer shall for any reason no longer by a Servicer hereunder) or the Master Servicer (or such other successor servicer as is acceptable to the Certificate Insurer and is approved in the event that a Servicer shall for any reason no longer by a Servicer hereunderaccordance with this Agreement) shall be the successor in all respects to the Master Servicer or the related Servicer in its capacity as master servicer or servicer, as applicable, under this Agreement and all authority and power of the Master Servicer or the related Servicer, as applicable, under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the related Mortgage Loans or otherwise, shall pass to and be vested in the Trustee or the Master Servicer, as applicable, pursuant to and under this section and, without limitation, the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a Servicer) is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Master Servicer or the related Servicer, as applicable, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Trustee or the Master Servicer (except for any representations or warranties of the Master Servicer (in the case of the Trustee) or the related Servicer (in the case of the Trustee and the Master Servicer)) under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(b) and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitationarising on and after its succession. Notwithstanding the foregoing, the related Servicer’s or the Master Servicer’s (as successor servicer) obligations to make P&I Advances pursuant to Section 4.03 (and if the related Servicer was terminated for failure to make a P&I Advance pursuant to Section 7.01(a)(vii) the Master Servicer or the Trustee, as applicable, shall immediately make such P&I Advance on the date parties hereto agree that it becomes Successor Servicer, except to the extent the Master Servicer or the Trustee, as applicable, deems such P&I Advances to be a Nonrecoverable P&I Advance); provided, however, that (a) if the Trustee or the Master Servicer, in its capacity as applicablesuccessor servicer, is prohibited by law or regulation from obligating itself immediately will assume all of the obligations of the Servicer to make P&I Advances regarding Delinquent Mortgage Loansadvances. Notwithstanding the foregoing, then the Trustee or the Master Servicer, in its capacity as applicablesuccessor servicer, shall not be obligated to make P&I Advances pursuant to Section 4.03, (b) responsible for the Trustee or the Master Servicer, as applicable, shall lack of information and/or documents that it cannot be liable for losses of the predecessor Master Servicer or the related Servicer, as applicable, or any acts or omissions of the related predecessor Master Servicer or related Servicer, as applicable, hereunder or (c) deemed to have made any representations and warranties of the predecessor Master Servicer or the related Servicer, as applicable, hereunder); and provided, further, that any failure to perform such duties or responsibilities caused by the Master Servicer’s or the related Servicer’s, as applicable, failure to provide information required by this Section 7.02 shall not be considered a default by the Trustee or the Master Servicer (as successor servicer) hereunder; provided, however, in the case of termination of the Servicer, it obtain through reasonable efforts. It is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days from the date on which the related Servicer receives such notice of termination100 days) before the transition of servicing transfer obligations is fully effectedeffective. As compensation therefor, during which time the terminated Servicer shall continue all servicing (other than making any required P&I Advance, which the Trustee or the Master Servicer (as or such other successor servicer) shall be required entitled to do, subject such compensation as the Servicer would have been entitled to the limitations hereunder if no such notice of this sentence) of the Mortgage Loanstermination had been given. Notwithstanding the above, the Trustee or (i) if the Master Servicer, Servicer is unwilling to act as applicable, shall, if it is unable to so act successor servicer or if it is prohibited by law from making advances regarding Delinquent Mortgage Loans, or (ii) if the Holders of Certificates entitled Master Servicer is legally unable so to at least 51% of act, the Voting Rights so request in writing to Certificate Insurer shall appoint a successor servicer, and if the Trustee (in the case of the Master Servicer) or Certificate Insurer does not, the Master Servicer (in with the case consent of a Servicerthe Certificate Insurer) promptly shall appoint or petition a court of competent jurisdiction to appoint appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor servicer shall be approved by the Certificate Insurer , as evidenced by the prior written consent of the Certificate Insurer, and will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, unless the Master Servicer is prohibited by law from so acting, the Master Servicer (and if the Master Servicer defaults in its capacity as successor servicer, then the Trustee or any other successor servicer) shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Master Servicer and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor servicer meeting shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to indemnify the Master Servicer or the Certificate Insurer pursuant to Section 6.03), nor shall any successor servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by the Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor servicer or the Master Servicer (in which case the successor servicer or the Master Servicer, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust). In the event of a Servicer Event of Termination, notwithstanding anything to the contrary above, the Master Servicer and the Depositor hereby agree that upon delivery to the Master Servicer by the Servicing Rights Pledgee of a letter signed by the Servicer within ten Business Days of when notification of such event shall have been provided to the Master Servicer, whereunder the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements described belowof a successor servicer set forth above) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement. Notwithstanding any provision in this Agreement to the foregoingcontrary, for a period of 30 10 days following the date on which a the Servicer shall have received a notice of termination pursuant to Section 7.017.01 of this Agreement, the terminated Servicer or its designee may appoint a successor servicer Servicing Rights Pledgee, that satisfies the eligibility criteria of a successor servicer set forth below, as successor servicer which appointment shall be subject to the consent of the Depositor, the Seller, the Master Servicer Certificate Insurer and the Trustee, which consent shall not be unreasonably withheld or delayed; provided that such successor servicer agrees to fully effect the servicing transfer within 90 days following the 90 day period referred to above termination of the Servicer and to make all P&I Advances that would otherwise be made by the Trustee or the Master Servicer (as successor servicer) under Section 7.01 as of the date of such appointment, and to reimburse the terminated Servicer, the Master Servicer or the Trustee, as applicable, for any xxxxxxxxxxxx X&X unreimbursed Advances they have made and any reimburseable reimbursable expenses that they may have incurred in connection with this Section 7.02. Any proceeds received in connection with the appointment of such successor servicer Servicer shall be the property of the terminated Servicer or its designee. This 30 day period shall terminate immediately . (ib) at Any successor to the close of business on the second Business Day of such 30 day period if (A) a Servicer was terminated because of an Event of Default described in Section 7.01(a)(vi) for failing to make a required P&I AdvanceServicer, and (B) the related Servicer shall have failed to make (or cause to be made) such P&I Advance, or the related Servicer shall fail to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for a P&I Advance made by the Master Servicer or the Trustee, as applicable, by the close of business on such second Business Day, or (ii) at the close of business on the second Business Day following the date (if any) during such 30 day period on which a P&I Advance is due to be made, if the terminated Servicer shall have failed to make (or caused to be made) such P&I Advance, or the terminated Servicer shall have failed to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for such P&I Advance, by the close of business on such second Business Day. As compensation therefor, the Trustee or including the Master Servicer, shall during the term of its service as applicable, shall be entitled servicer continue to the Master Servicer’s Compensation or the related Servicing Fee, as applicable, service and all funds relating to administer the Mortgage Loans to which for the Master benefit of Certificateholders and the Certificate Insurer, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer or the related Servicerhereunder and a Fidelity Bond in respect of its officers, as applicable, would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due employees and agents to the Master same extent as the Servicer is so required pursuant to Section 3.14. So long as the related ServicerPool Policy is in effect, as applicable, prior to its termination or resignation). Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for herein. Any successor servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx and Xxxxxxx Mac previously approved servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $15,000,000 and (iv) assume all the responsibilities, duties or liabilities of such servicer (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of the Master Servicer or the related Servicer, as applicable, under Section 7.01 herein) under this Agreement as if originally named as a party to this Agreement. No appointment of a successor to the Master Servicer or the related Servicer, as applicable, under this Agreement shall be effective until the assumption writing by the successor of all of the Master Servicer’s or the related Servicer’s, as applicable, responsibilities, duties and liabilities (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of such servicer under Section 7.01(a) herein) hereunder. In connection with such appointment and assumption of a successor master servicer or servicer as described herein, the Trustee or the Master Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer or the related Servicer, as applicable, as such hereunder. The Depositor, the Master Servicer (in the case of a Servicer) and the Trustee (in the case of the Master Servicer) and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the defaulting servicer under this Agreement, the Trustee or the Master Servicer, as applicable, shall act in such capacity as hereinabove provided. Each Servicer agrees, at its sole cost and expense, promptly (and in any event no later than ten Business Days subsequent to such notice) to provide the Trustee or the Master Servicer, as applicable, with all documents and records requested by it to enable it to assume the related Servicer’s functions under this Agreement, and to cooperate with the Master Servicer in effecting the termination of the related Servicer’s responsibilities and rights under this Agreement, including, without limitation, the transfer within two Business Days to the Master Servicer for administration by it of all cash amounts which at the time shall be or should have been credited by the related Servicer to the related Collection Account held by or on behalf of the related Servicer or any REO Account or Servicing Account held by or on behalf of the related Servicer or thereafter be received with respect to the related Mortgage Loans or any REO Property. For purposes of this section, the Master Servicer shall not be deemed to have knowledge of an Event of Default unless a Responsible Officer of the Master Servicer assigned to and working in the Master Servicer’s Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default is received by the Master Servicer and such notice references the Certificates, any of the Trust REMICs or this Agreement. The Master Servicer shall be entitled to be reimbursed by the defaulting Servicer (or by the Trust Fund if such Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer, from the related Servicer immediately preceding the Master Servicer), including without limitation, any reasonable out-of-pocket or third party costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer to service the Mortgage Loans properly and effectively, upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of the activities of the Master Servicer or the related Servicer, as applicable, hereunder, the Master Servicer or the related Servicer, as applicable, shall be entitled to receive, out of any Late Collection of a Monthly Payment on a related Mortgage Loan which was due prior to the notice terminating such Master Servicer’s or related Servicer’s, as applicable, rights and obligations as Master Servicer or the related Servicer, as applicable, hereunder and received after such notice, that portion thereof to which such Master Servicer or the related Servicer, as applicable, would have been entitled pursuant to Section 3.11, and any other amounts payable to such Master Servicer or the related Servicer, as applicable, hereunder the entitlement to which arose prior to the termination of its activities hereunder in accordance with Section 3.11 and in the time period specified in Section 3.11. The Master Servicer or the related Servicer, as applicable, shall continue to be entitled to the benefits of Section 6.03, notwithstanding any termination hereunder with respect to events occurring prior to such termination. If a Servicer fails to pay all costs related to the transition of servicing to a successor servicer, the successor servicer shall be entitled to reimbursement of these amounts from the TrustPool Insurer.

Master Servicer or Trustee to Act; Appointment of Successor. (a) On and after the date on which the Master Servicer and/or time a Servicer receives a notice of termination pursuant to Section 7.01(a) subject to the terms of this Section 7.02termination, the Trustee (in the event that the (a) Master Servicer is no longer the Master Servicer hereunder or (b) Master Servicer is no longer or, if Wxxxx Fargo receives the Master Servicer hereunder and a Servicer shall for any reason no longer by a Servicer hereunder) or notice of termination, the Master Servicer (in the event that a Servicer shall for any reason no longer by a Servicer hereunder) Trustee, shall be the successor in all respects to the Master Servicer or the related such Servicer in its capacity as master servicer a Servicer under this Agreement or servicerthe Servicing Agreement, as applicable, under this Agreement and all authority and power of the Master Servicer or the related Servicer, as applicable, under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the related Mortgage Loans or otherwise, shall pass to and be vested in the Trustee or the Master Servicer, as applicable, pursuant to and under this section and, without limitation, the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a Servicer) is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Master Servicer or the related Servicer, as applicable, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise and the transactions set forth or provided for herein or therein, and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Trustee or shall be assumed by the Master Servicer or the Trustee, as applicable (except for any representations or warranties of the Master such Servicer (in the case of the Trustee) or the related Servicer (in the case of the Trustee and the Master Servicer)) under this Agreement ort the Servicing Agreement, as applicable, the responsibilities, duties and liabilities contained in Section 2.03(b) 2.03 of this Agreement and the obligation to deposit amounts in respect of losses pursuant to Section 3.123.10(b) of this Agreement) by the terms and provisions hereof including, without limitation, the related such Servicer’s or the Master Servicer’s (as successor servicer) 's obligations to make P&I Advances pursuant to Section 4.03 (and if the related Servicer was terminated for failure to make a P&I Advance 5.03 of this Agreement or pursuant to Section 7.01(a)(vii) the Servicing Agreement; provided, however, that if the Master Servicer or the Trustee, as applicable, shall immediately make such P&I Advance on the date that it becomes Successor Servicer, except to the extent the Master Servicer or the Trustee, as applicable, deems such P&I Advances to be a Nonrecoverable P&I Advance); provided, however, that (a) if the Trustee or the Master Servicer, as applicable, is prohibited by law or regulation from obligating itself to make P&I Advances advances regarding Delinquent Mortgage Loansdelinquent mortgage loans, then the Trustee Master Servicer or the Master ServicerTrustee, as applicable, applicable shall not be obligated to make P&I Advances pursuant to Section 4.03, (b) 5.03 of this Agreement or pursuant to the Trustee or the Master Servicer, as applicable, shall not be liable for losses of the predecessor Master Servicer or the related Servicer, as applicable, or any acts or omissions of the related predecessor Master Servicer or related Servicer, as applicable, hereunder or (c) deemed to have made any representations and warranties of the predecessor Master Servicer or the related Servicer, as applicable, hereunder)Servicing Agreement; and provided, provided further, that any failure to perform such duties or responsibilities caused by the Master such Servicer’s or the related Servicer’s, as applicable, 's failure to provide information required by Section 8.01 of this Section 7.02 Agreement or under the Servicing Agreement shall not be considered a default by the Trustee Master Servicer or the Master Servicer (Trustee, as applicable as successor servicer) to such Servicer hereunder; provided, however, in the case of termination of the Servicer, that (1) it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days from the date on which the related Servicer receives such notice of terminationninety (90) days) before the actual servicing transfer is functions can be fully effected, during which time the terminated Servicer shall continue all servicing (other than making any required P&I Advance, which the Trustee or transferred to the Master Servicer or the Trustee, as applicable or any successor Servicer appointed in accordance with the following provisions and (as successor servicer2) shall be any failure to perform such duties or responsibilities caused by such Servicer's failure to provide information required to do, subject to the limitations by Section 8.01 of this sentence) of Agreement or under the Mortgage Loans. Notwithstanding the above, the Trustee or the Master Servicer, as applicable, shall, if it is unable to so act or if it is prohibited Servicing Agreement shall not be considered a default by law from making advances regarding Delinquent Mortgage Loans, or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a Servicer) promptly appoint or petition a court of competent jurisdiction to appoint a successor servicer meeting the requirements described below. Notwithstanding the foregoing, for a period of 30 days following the date on which a Servicer shall have received a notice of termination pursuant to Section 7.01, the terminated Servicer may appoint a successor servicer that satisfies the eligibility criteria of a successor servicer set forth below, which appointment shall be subject to the consent of the Depositor, the Seller, the Master Servicer and the Trustee, which consent shall not be unreasonably withheld or delayed; provided that such successor servicer agrees to fully effect the servicing transfer within the 90 day period referred to above and to make all P&I Advances that would otherwise be made by the Trustee or the Master Servicer (as applicable as successor servicer) as of the date of to such appointment, and to reimburse the terminated Servicer. As compensation therefor, the Master Servicer or the Trustee, as applicable, for any xxxxxxxxxxxx X&X Advances they have made and any reimburseable expenses that they may have incurred in connection with this Section 7.02. Any proceeds received in connection with the appointment of such successor servicer shall be the property of the terminated Servicer or its designee. This 30 day period shall terminate immediately (i) at the close of business on the second Business Day of such 30 day period if (A) a Servicer was terminated because of an Event of Default described in Section 7.01(a)(vi) for failing to make a required P&I Advance, and (B) the related Servicer shall have failed to make (or cause to be made) such P&I Advance, or the related Servicer shall fail to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for a P&I Advance made by the Master Servicer or the Trustee, as applicable, by the close of business on such second Business Day, or (ii) at the close of business on the second Business Day following the date (if any) during such 30 day period on which a P&I Advance is due to be made, if the terminated Servicer shall have failed to make (or caused to be made) such P&I Advance, or the terminated Servicer shall have failed to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for such P&I Advance, by the close of business on such second Business Day. As compensation therefor, the Trustee or the Master Servicer, as applicable, applicable shall be entitled to the Master Servicer’s Compensation or the related Servicing Fee, as applicable, Fee and all funds relating to the related Mortgage Loans to which the Master terminated Servicer or the related Servicer, as applicable, would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due under the Servicing Agreement. Notwithstanding the above and subject to the immediately following paragraph, the Master Servicer or the Trustee, as applicable may, if it shall be unwilling to so act, or shall, if it is unable to so act promptly appoint or petition a court of competent jurisdiction to appoint, a Person that satisfies the eligibility criteria set forth below as the successor to the related Servicerterminated Servicer under this Agreement or under the Servicing Agreement in the assumption of all or any part of the responsibilities, as applicable, prior to its termination duties or resignation)liabilities of the terminated Servicer under this Agreement or under the Servicing Agreement. Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder or under the Servicing Agreement and the amount necessary to induce any successor servicer Servicer to act as successor servicer Servicer under this Agreement or under the Servicing Agreement and the transactions set forth or provided for herein. Any successor servicer Servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx Fxxxxx Mxx and Xxxxxxx Fxxxxxx Mac approved seller/servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor servicer Servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $15,000,000 25,000,000 and (iv) assume all the responsibilities, duties or liabilities of such servicer the related Servicer (other than liabilities of the Master related Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of the Master related Servicer or the related Servicer, as applicable, under Section 7.01 8.01 herein) under this Agreement as if originally named as a party to this Agreement. . (1) All servicing transfer costs (including, without limitation, servicing transfer costs of the type described in Section 8.02(a) of this Agreement and incurred by the Trustee, the Master Servicer and any successor Servicer under paragraph (b)(2) below) in connection with the termination of a Servicer shall be paid by the terminated Servicer upon presentation of reasonable documentation of such costs, and if such predecessor or initial Servicer, as applicable, defaults in its obligation to pay such costs, the successor Servicer, the Master Servicer and the Trustee shall be entitled to reimbursement therefor from the assets of the Trust Fund. (2) No appointment of a successor to the Master a Servicer or the related Servicer, as applicable, under this Agreement shall be effective until the assumption by the successor of all of the Master such Servicer’s or the related Servicer’s, as applicable, 's responsibilities, duties and liabilities (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of such servicer under Section 7.01(a) herein) hereunder. In connection with such appointment and assumption of a successor master servicer or servicer as described herein, the Trustee or the Master Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master related Servicer or the related Servicer, as applicable, as such hereunderhereunder or under the Servicing Agreement. The Depositor, the Master Servicer (in the case of a Servicer) and the Trustee (in the case of the Master Servicer) and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the defaulting servicer related Servicer under this Agreement, the Trustee Master Servicer or the Master ServicerTrustee, as applicable, applicable shall act in such capacity as hereinabove provided. Each Servicer agrees, at its sole cost and expense, promptly (and in any event no later than ten Business Days subsequent to such notice) to provide the Trustee or the Master Servicer, as applicable, with all documents and records requested by it to enable it to assume the related Servicer’s functions under this Agreement, and to cooperate with the Master Servicer in effecting the termination of the related Servicer’s responsibilities and rights under this Agreement, including, without limitation, the transfer within two Business Days to the Master Servicer for administration by it of all cash amounts which at the time shall be or should have been credited by the related Servicer to the related Collection Account held by or on behalf of the related Servicer or any REO Account or Servicing Account held by or on behalf of the related Servicer or thereafter be received with respect to the related Mortgage Loans or any REO Property. For purposes of this section, the Master Servicer shall not be deemed to have knowledge of an Event of Default unless a Responsible Officer of the Master Servicer assigned to and working in the Master Servicer’s Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default is received by the Master Servicer and such notice references the Certificates, any of the Trust REMICs or this Agreement. The Master Servicer shall be entitled to be reimbursed by the defaulting Servicer (or by the Trust Fund if such Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer, from the related Servicer immediately preceding the Master Servicer), including without limitation, any reasonable out-of-pocket or third party costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer to service the Mortgage Loans properly and effectively, upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of the activities of the Master Servicer or the related Servicer, as applicable, hereunder, the Master Servicer or the related Servicer, as applicable, shall be entitled to receive, out of any Late Collection of a Monthly Payment on a related Mortgage Loan which was due prior to the notice terminating such Master Servicer’s or related Servicer’s, as applicable, rights and obligations as Master Servicer or the related Servicer, as applicable, hereunder and received after such notice, that portion thereof to which such Master Servicer or the related Servicer, as applicable, would have been entitled pursuant to Section 3.11, and any other amounts payable to such Master Servicer or the related Servicer, as applicable, hereunder the entitlement to which arose prior to the termination of its activities hereunder in accordance with Section 3.11 and in the time period specified in Section 3.11. The Master Servicer or the related Servicer, as applicable, shall continue to be entitled to the benefits of Section 6.03, notwithstanding any termination hereunder with respect to events occurring prior to such termination. If a Servicer fails to pay all costs related to the transition of servicing to a successor servicer, the successor servicer shall be entitled to reimbursement of these amounts from the Trust.

Master Servicer or Trustee to Act; Appointment of Successor. On and after the date on which the Master Servicer and/or time a Servicer receives a notice of termination pursuant to Section 7.01(a) subject 8.01 of this Agreement or pursuant to the terms of this Section 7.02Servicing Agreement, the Trustee (in the event that the (a) Master Servicer is no longer the Master Servicer hereunder or (b) Master Servicer is no longer the Master Servicer hereunder and a Servicer shall for any reason no longer by a Servicer hereunder) or the Master Servicer (in the event that a Servicer shall for any reason no longer by a Servicer hereunder) shall be the successor in all respects to the Master Servicer or the related Servicer in its capacity as master servicer or servicerTrustee, as applicable, under this Agreement and all authority and power of shall become the Master successor to such Servicer or the related Servicer, as applicable, under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the related Mortgage Loans or otherwise, shall pass to and be vested in the Trustee or the Master Servicer, as applicable, pursuant to and under this section and, without limitation, the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a Servicer) is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Master Servicer or the related Servicer, as applicable, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Trustee or the Master terminated Servicer (except for any representations or warranties of the Master Servicer (in the case of the Trustee) or the related Servicer (in the case of the Trustee and the Master Servicer)) under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(b) and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof includingor the Servicing Agreement, without limitationas applicable, and applicable law including the related obligation to make Advances pursuant to Article V hereof or the Servicing Agreement, as applicable, except as otherwise provided herein or therein; provided, however, that the Master Servicer’s or the Master ServicerTrustee’s (as successor servicer) obligations obligation to make P&I Advances pursuant in its capacity as Successor Servicer shall not be subject to Section 4.03 (such 90-day transition period and if the related Master Servicer or the Trustee, as applicable, will make any Advance required to be made by the terminated Servicer on the Distribution Date on which the terminated Servicer was terminated for failure required to make a P&I Advance pursuant to Section 7.01(a)(vii) such Advance. Effective on the date of such notice of termination, as compensation therefor, the Master Servicer or the Trustee, as applicable, shall immediately make such P&I Advance on the date that it becomes Successor Servicerbe entitled to all fees, except costs and expenses relating to the extent related Mortgage Loans that the Master terminated Servicer would have been entitled to if it had continued to act hereunder or under the TrusteeServicing Agreement, as applicable, deems such P&I Advances to be a Nonrecoverable P&I Advance); provided, however, that (a) if neither the Master Servicer nor the Trustee or the Master Servicer, as applicable, is prohibited by law or regulation from obligating itself to make P&I Advances regarding Delinquent Mortgage Loans, then the Trustee or the Master Servicer, as applicable, shall not be obligated to make P&I Advances pursuant to Section 4.03, (bi) the Trustee or the Master Servicer, as applicable, shall not be liable for losses of the predecessor Master Servicer or the related Servicer, as applicable, or any acts or omissions of the related predecessor Master Servicer or related terminated Servicer, as applicable, hereunder or (cii) deemed obligated to have made any representations and warranties of the predecessor Master Servicer or the related Servicer, as applicable, hereunder); and provided, further, that any failure to perform such duties or responsibilities caused by the Master Servicer’s or the related Servicer’s, as applicable, failure to provide information required by this Section 7.02 shall not be considered a default by the Trustee or the Master Servicer (as successor servicer) hereunder; provided, however, in the case of termination of the Servicer, it is understood and acknowledged by the parties that there will be a period of transition (not to exceed 90 days from the date on which the related Servicer receives such notice of termination) before the servicing transfer is fully effected, during which time the terminated Servicer shall continue all servicing (other than making any required P&I Advance, which the Trustee or the Master Servicer (as successor servicer) shall be required to do, subject to the limitations of this sentence) of the Mortgage Loans. Notwithstanding the above, the Trustee or the Master Servicer, as applicable, shall, if it is unable to so act or make Advances if it is prohibited by from doing so under applicable law from making advances regarding Delinquent Mortgage Loansor determines that such Advance, or if the Holders of Certificates entitled to at least 51% made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of the Voting Rights so request in writing terminated Servicer pursuant to Section 2.03 of this Agreement or pursuant to the Trustee Servicing Agreement or (in iv) obligated to deposit losses on any Permitted Investment directed by the case of the Master terminated Servicer) or the Master Servicer (in the case of a Servicer) promptly appoint or petition a court of competent jurisdiction to appoint a successor servicer meeting the requirements described below. Notwithstanding the foregoing, for a period of 30 days following the date on which a Servicer shall have received a notice of termination pursuant to Section 7.01, the terminated Servicer may appoint a successor servicer that satisfies the eligibility criteria of a successor servicer set forth below, which appointment shall be subject to the consent of the Depositor, the Seller, the Master Servicer and the Trustee, which consent shall not be unreasonably withheld or delayed; provided that such successor servicer agrees to fully effect the servicing transfer within the 90 day period referred to above and to make all P&I Advances that would otherwise be made by the Trustee or the Master Servicer (as successor servicer) as of the date of such appointment, and to reimburse the terminated Servicer, the Master Servicer or the Trustee, as applicable, for may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article VI of this Agreement or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any xxxxxxxxxxxx X&X Advances they have made and any reimburseable expenses that they may have incurred in connection with this Section 7.02. Any proceeds received in connection with established mortgage loan servicing institution the appointment of such which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor servicer shall be to the property terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the terminated Servicer hereunder or its designeeunder the Servicing Agreement. This 30 day period Any Successor Servicer shall terminate immediately (i) be an institution that is a Xxxxxx Mae and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of the close related Mortgage Loans under this Agreement or under the Servicing Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of business on the second Business Day rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer (other than any liabilities of the terminated Servicer hereof incurred prior to termination of such 30 day period Servicer under Section 8.01 of this Agreement or under the Servicing Agreement, as applicable), with like effect as if (A) originally named as a Servicer was terminated because of an Event of Default described in Section 7.01(a)(vi) for failing party to make a required P&I Advancethis Agreement or under the Servicing Agreement, and (B) the related Servicer provided that each Rating Agency shall have failed acknowledged in writing that its rating of the Certificates in effect immediately prior to make (such assignment and delegation will not be qualified or cause to be made) reduced as a result of such P&I Advanceassignment and delegation. If the Master Servicer assumes the duties and responsibilities of the terminated Servicer in accordance with this Section 8.02, or the related Servicer shall fail to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for shall not resign as servicer until a P&I Advance made by Successor Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder or under this Servicing Agreement, the Master Servicer or the Trustee, as applicable, unless such party is prohibited by the close of business on such second Business Day, or (ii) at the close of business on the second Business Day following the date (if any) during such 30 day period on which a P&I Advance is due to be made, if the terminated Servicer shall have failed to make (or caused to be made) such P&I Advance, or the terminated Servicer shall have failed to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for such P&I Advance, by the close of business on such second Business Day. As compensation therefor, the Trustee or the Master Servicer, as applicablelaw from so acting, shall be entitled to the Master Servicer’s Compensation or the related Servicing Fee, act in such capacity as applicable, and all funds relating to the Mortgage Loans to which the Master Servicer or the related Servicer, as applicable, would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due to the Master Servicer to the related Servicer, as applicable, prior to its termination or resignation). Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for herein. Any successor servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $15,000,000 and (iv) assume all the responsibilities, duties or liabilities of such servicer (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of the Master Servicer or the related Servicer, as applicable, under Section 7.01 herein) under this Agreement as if originally named as a party to this Agreement. No appointment of a successor to the Master Servicer or the related Servicer, as applicable, under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s or the related Servicer’s, as applicable, responsibilities, duties and liabilities (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of such servicer under Section 7.01(a) herein) hereunderhereinabove provided. In connection with such appointment and assumption of a successor master servicer or servicer as described hereinassumption, the Trustee Master Servicer or the Master ServicerTrustee, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the terminated Servicer hereunder or under this Servicing Agreement. The Master Servicer or the related ServicerTrustee, as applicable, as such hereunder. The Depositor, the Master Servicer (in the case of a Servicer) and the Trustee (in the case of the Master Servicer) applicable and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment Neither the Master Servicer nor any other Successor Servicer shall be deemed to be in default hereunder by reason of a successor any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the defaulting servicer under this Agreementfailure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee Master Servicer or the Master ServicerTrustee, as applicable, shall act in such capacity as hereinabove provided. Each Servicer agrees, at its sole cost and expense, promptly (and in any event no later than ten Business Days subsequent to such notice) to provide the Trustee or the Master Servicer, as applicable, connection with all documents and records requested by it to enable it to assume the related Servicer’s functions under this Agreement, and to cooperate with the Master Servicer in effecting the termination of the related terminated Servicer’s responsibilities and rights under this Agreement, appointment of a Successor Servicer and, if applicable, any transfer of servicing, including, without limitation, the transfer within two Business Days to the Master Servicer for administration by it of all cash amounts which at the time shall be or should have been credited by the related Servicer to the related Collection Account held by or on behalf of the related Servicer or any REO Account or Servicing Account held by or on behalf of the related Servicer or thereafter be received with respect to the related Mortgage Loans or any REO Property. For purposes of this section, the Master Servicer shall not be deemed to have knowledge of an Event of Default unless a Responsible Officer of the Master Servicer assigned to costs and working in the Master Servicer’s Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default is received by the Master Servicer and such notice references the Certificates, any of the Trust REMICs or this Agreement. The Master Servicer shall be entitled to be reimbursed by the defaulting Servicer (or by the Trust Fund if such Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer, from the related Servicer immediately preceding the Master Servicer), including without limitation, any reasonable out-of-pocket or third party costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer or the Trustee, as applicable, to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer, the Trustee or the Successor Servicer to service the related Mortgage Loans properly and effectively, upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of to the activities of extent not paid by the terminated Servicer as may be required herein shall be payable to the Master Servicer or the related ServicerTrustee, as applicable, hereunderfrom the Distribution Account pursuant to Section 3.32. Any successor to the terminated Servicer as successor servicer under this Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the terminated Servicer is required to maintain pursuant to Section 3.05 of this Agreement or pursuant to the Servicing Agreement. Notwithstanding anything herein to the contrary, in no event shall the Trustee be liable for any Servicing Fee or Master Servicer Servicing Fee or for any differential in the related Serviceramount of the Servicing Fee or Master Servicing Fee paid herunder and the amount necessary to induce any successor servicer or successor master servicer to act as successor servicer or successor master servicer, as applicable, shall be entitled to receive, out of any Late Collection of a Monthly Payment on a related Mortgage Loan which was due prior to under this Agreement and the notice terminating such Master Servicer’s transactions set forth or related Servicer’s, as applicable, rights and obligations as Master Servicer or the related Servicer, as applicable, hereunder and received after such notice, that portion thereof to which such Master Servicer or the related Servicer, as applicable, would have been entitled pursuant to Section 3.11, and any other amounts payable to such Master Servicer or the related Servicer, as applicable, hereunder the entitlement to which arose prior to the termination of its activities hereunder in accordance with Section 3.11 and in the time period specified in Section 3.11. The Master Servicer or the related Servicer, as applicable, shall continue to be entitled to the benefits of Section 6.03, notwithstanding any termination hereunder with respect to events occurring prior to such termination. If a Servicer fails to pay all costs related to the transition of servicing to a successor servicer, the successor servicer shall be entitled to reimbursement of these amounts from the Trustprovided for herein.

Master Servicer or Trustee to Act; Appointment of Successor. (a) On and after the date on which time the Master Servicer and/or a Servicer receives a notice of termination pursuant to Section 7.01(a) subject to the terms of this Section 7.027.1 hereof, the Trustee (in the event that the (a) Master Servicer is no longer the Master Servicer hereunder or (b) Master Servicer is no longer shall, subject to and to the Master Servicer hereunder and a Servicer shall for any reason no longer by a Servicer hereunder) or the Master Servicer (extent provided in the event that a Servicer shall for any reason no longer by a Servicer hereunder) shall Section 3.4, be the successor in all respects to the Master Servicer or the related Servicer in its capacity as master servicer or servicer, as applicable, Servicer under this Agreement and all authority and power of the Master Servicer or the related Servicer, as applicable, under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the related Mortgage Loans or otherwise, shall pass to and be vested in the Trustee or the Master Servicer, as applicable, pursuant to and under this section and, without limitation, the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a Servicer) is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Master Servicer or the related Servicer, as applicable, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Trustee or the Master Servicer (except for any representations or warranties of the Master Servicer (in the case of the Trustee) or the related Servicer (in the case of the Trustee and the Master Servicer)) under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(b) and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, and applicable law including the related Servicer’s or the Master Servicer’s (as successor servicer) obligations obligation to make P&I Advances pursuant to Section 4.03 (and if the related Servicer was terminated for failure to make a P&I Advance pursuant to Section 7.01(a)(vii) 4.1. As compensation therefor, the Master Servicer or the Trustee, as applicable, shall immediately make such P&I Advance on the date that it becomes Successor Servicer, except be entitled to all funds relating to the extent Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account or Distribution Account if the Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Master Servicer or has become the Trusteesuccessor to the Servicer in accordance with Section 7.1 hereof, as applicable, deems such P&I Advances to be a Nonrecoverable P&I Advance); provided, however, that (a) if the Trustee or the Master Servicer, as applicable, is prohibited by law or regulation from obligating itself to make P&I Advances regarding Delinquent Mortgage Loans, then the Trustee or the Master Servicer, as applicable, shall not be obligated to make P&I Advances pursuant to Section 4.03, (b) the Trustee or the Master Servicer, as applicable, shall not be liable for losses of the predecessor Master Servicer or the related Servicer, as applicable, or any acts or omissions of the related predecessor Master Servicer or related Servicer, as applicable, hereunder or (c) deemed to have made any representations and warranties of the predecessor Master Servicer or the related Servicer, as applicable, hereunder); and provided, further, that any failure to perform such duties or responsibilities caused by the Master Servicer’s or the related Servicer’s, as applicable, failure to provide information required by this Section 7.02 shall not be considered a default by the Trustee or the Master Servicer (as successor servicer) hereunder; providedmay, however, in the case of termination of the Servicer, if it is understood and acknowledged by the parties that there will be a period of transition (not to exceed 90 days from the date on which the related Servicer receives such notice of termination) before the servicing transfer is fully effected, during which time the terminated Servicer shall continue all servicing (other than making any required P&I Advance, which the Trustee or the Master Servicer (as successor servicer) shall be required unwilling to doso act, subject to the limitations of this sentence) of the Mortgage Loans. Notwithstanding the above, the Trustee or the Master Servicer, as applicable, shall, if it is unable prohibited by applicable law from making Advances pursuant to so act Section 4.1 hereof or if it is prohibited by law from making advances regarding Delinquent Mortgage Loansotherwise unable to so act, or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a Servicer) promptly appoint appoint, or petition a court of competent jurisdiction to appoint a successor servicer meeting the requirements described below. Notwithstanding the foregoingappoint, for a period of 30 days following the date on which a Servicer shall have received a notice of termination pursuant to Section 7.01, the terminated Servicer may appoint a successor servicer that satisfies the eligibility criteria of a successor servicer set forth below, which appointment shall be subject to the consent of the Depositor, the Seller, the Master Servicer and the Trustee, which consent shall not be unreasonably withheld or delayed; provided that such successor servicer agrees to fully effect the servicing transfer within the 90 day period referred to above and to make all P&I Advances that would otherwise be made by the Trustee or the Master Servicer (as successor servicer) as of the date of such appointment, and to reimburse the terminated Servicer, the Master Servicer or the Trustee, as applicable, for any xxxxxxxxxxxx X&X Advances they have made and any reimburseable expenses that they may have incurred in connection with this Section 7.02. Any proceeds received in connection with the appointment of such successor servicer shall be the property of the terminated Servicer or its designee. This 30 day period shall terminate immediately (i) at the close of business on the second Business Day of such 30 day period if (A) a Servicer was terminated because of an Event of Default described in Section 7.01(a)(vi) for failing to make a required P&I Advance, and (B) the related Servicer shall have failed to make (or cause to be made) such P&I Advance, or the related Servicer shall fail to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for a P&I Advance made by the Master Servicer or the Trustee, as applicable, by the close of business on such second Business Day, or (ii) at the close of business on the second Business Day following the date (if any) during such 30 day period on which a P&I Advance is due to be made, if the terminated Servicer shall have failed to make (or caused to be made) such P&I Advance, or the terminated Servicer shall have failed to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for such P&I Advance, by the close of business on such second Business Day. As compensation therefor, the Trustee or the Master Servicer, as applicable, shall be entitled to the Master Servicer’s Compensation or the related Servicing Fee, as applicable, and all funds relating to the Mortgage Loans to which the Master Servicer or the related Servicer, as applicable, would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due to the Master Servicer to the related Servicer, as applicable, prior to its termination or resignation). Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for herein. Any successor servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor servicer would which does not result in the reduction or withdrawal of adversely affect the then current ratings rating of the Certificates by the Rating Agency as the successor to the Servicer hereunder in the assumption of all or any outstanding Class part of Certificates, (iii) have a net worth of not less than $15,000,000 and (iv) assume all the responsibilities, duties or liabilities of the Servicer hereunder. Any successor to the Servicer shall be an institution which is a FNMA and FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, and which is willing to service the Mortgage Loans and executes and delivers to the Depositor, the Master Servicer and the Trustee an agreement accepting such servicer delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder under Section 6.3 hereof incurred prior to termination of the Master Servicer or the related Servicer, as applicable, under Section 7.01 herein) under this Agreement 7.1), with like effect as if originally named as a party to this Agreement; and provided further that the Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. No Pending appointment of a successor to the Master Servicer or the related Servicerhereunder, as applicable, under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s or the related Servicer’s, as applicable, responsibilities, duties and liabilities (other than liabilities of unless the Master Servicer or the related Serviceris prohibited by law from so acting, shall, subject to Section 3.4 hereof, act in such capacity as applicable, hereunder incurred prior to termination of such servicer under Section 7.01(a) herein) hereunderprovided above. In connection with such appointment and assumption of a successor master servicer or servicer as described hereinassumption, the Trustee or the Master Servicer, as applicable, Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that the Servicing Fee permitted the Master Servicer or the related Servicer, as applicable, as such hereunder. The Depositor, the Master Servicer (in the case of a Servicer) and the Trustee (in the case of the Master Servicer) and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. (b) On and after the time the Master Servicer, as successor to the Servicer, receives a notice of termination pursuant to Section 7.1 hereof, or if the Master Servicer is unable to act as successor to the Servicer pursuant to subsection (a) above and the Master Servicer has not appointed a successor Servicer as required pursuant to Subsection (a) above, the Trustee shall, subject to and to the extent provided in Section 3.4, be the successor to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and applicable law including the obligation to make Advances pursuant to Section 4.1. As compensation therefor, the Trustee shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account or Distribution Account if the Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Trustee has become the successor to the Servicer in accordance with Section 7.1 hereof, the Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 4.1 hereof or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by the Rating Agency as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder. Any successor to the Servicer shall be an institution which is a FNMA and FHLMC approved seller/servicer in good standing, which has a net worth of at least $10,000,000, and which is willing to service the Mortgage Loans and executes and delivers to the Depositor, the Master Servicer and the Trustee an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer (other than liabilities of the Servicer under Section 6.3 hereof incurred prior to termination of the Servicer under Section 7.1), with like effect as if originally named as a party to this Agreement; and provided further that the Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to the defaulting servicer under this AgreementServicer hereunder, the Trustee, unless the Trustee or the Master Serviceris prohibited by law from so acting, as applicableshall, shall subject to Section 3.4 hereof, act in such capacity as hereinabove providedprovided above. Each Servicer agreesIn connection with such appointment and assumption, at its sole cost and expense, promptly (and in any event no later than ten Business Days subsequent to such notice) to provide the Trustee or may make such arrangements for the Master Servicercompensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, as applicablehowever, that no such compensation shall be in excess of the Servicing Fee permitted the Servicer hereunder. The Trustee and such successor shall take such action, consistent with all documents and records requested by it to enable it to assume the related Servicer’s functions under this Agreement, and to cooperate with the Master Servicer in effecting the termination of the related Servicer’s responsibilities and rights under this Agreement, including, without limitation, the transfer within two Business Days to the Master Servicer for administration by it of all cash amounts which at the time as shall be or should have been credited by necessary to effectuate any such succession. Neither the related Servicer to the related Collection Account held by or on behalf of the related Servicer or Trustee nor any REO Account or Servicing Account held by or on behalf of the related Servicer or thereafter be received with respect to the related Mortgage Loans or any REO Property. For purposes of this section, the Master other successor Servicer shall not be deemed to have knowledge be in default hereunder by reason of an Event of Default unless a Responsible Officer any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the Master Servicer assigned to and working deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. (c) Any successor to the Master Servicer’s Corporate Trust Office has actual knowledge thereof or unless written Servicer as Servicer hereunder shall give notice to the Mortgagors of any event which is in fact such an Event change of Default is received by the Master Servicer and such notice references shall, during the Certificates, any term of its service as Servicer maintain in force the Trust REMICs policy or this Agreement. The Master Servicer shall be entitled to be reimbursed by policies that the defaulting Servicer (or by the Trust Fund if such Servicer is unable required to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer, from the related Servicer immediately preceding the Master Servicer), including without limitation, any reasonable out-of-pocket or third party costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer to service the Mortgage Loans properly and effectively, upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of the activities of the Master Servicer or the related Servicer, as applicable, hereunder, the Master Servicer or the related Servicer, as applicable, shall be entitled to receive, out of any Late Collection of a Monthly Payment on a related Mortgage Loan which was due prior to the notice terminating such Master Servicer’s or related Servicer’s, as applicable, rights and obligations as Master Servicer or the related Servicer, as applicable, hereunder and received after such notice, that portion thereof to which such Master Servicer or the related Servicer, as applicable, would have been entitled maintain pursuant to Section 3.11, and any other amounts payable to such Master Servicer or the related Servicer, as applicable, hereunder the entitlement to which arose prior to the termination of its activities hereunder in accordance with Section 3.11 and in the time period specified in Section 3.11. The Master Servicer or the related Servicer, as applicable, shall continue to be entitled to the benefits of Section 6.03, notwithstanding any termination hereunder with respect to events occurring prior to such termination. If a Servicer fails to pay all costs related to the transition of servicing to a successor servicer, the successor servicer shall be entitled to reimbursement of these amounts from the Trust3.18.

Master Servicer or Trustee to Act; Appointment of Successor. On and after the date on which the Master Servicer and/or time a Servicer receives a notice of termination pursuant to Section 7.01(a) subject 8.01 of this Agreement or pursuant to the terms of this Section 7.02Servicing Agreement, the Trustee (in the event that the (a) Master Servicer is no longer the Master Servicer hereunder or (b) Master Servicer or, if Xxxxx Fargo is no longer the Master Servicer hereunder and a Servicer defaulting Servicer, the Trustee, shall for any reason no longer by a Servicer hereunder) or the Master Servicer (in the event that a Servicer shall for any reason no longer by a Servicer hereunder) shall be become the successor in all respects to the Master such Servicer or the related Servicer in its capacity as master servicer or servicer, as applicable, under this Agreement and all authority and power of the Master Servicer or the related Servicer, as applicable, under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the related Mortgage Loans or otherwise, shall pass to and be vested in the Trustee or the Master Servicer, as applicable, pursuant to and under this section and, without limitation, the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a Servicer) is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Master Servicer or the related Servicer, as applicable, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Trustee or the Master terminated Servicer (except for any representations or warranties of the Master Servicer (in the case of the Trustee) or the related Servicer (in the case of the Trustee and the Master Servicer)) under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(b) and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof includingor the Servicing Agreement, without limitationas applicable, and applicable law including the obligation to make Advances with respect to the related Mortgage Loans pursuant to Article V hereof or the Servicing Agreement, as applicable, except as otherwise provided herein or therein; provided, however, that the Master Servicer’s or the Master ServicerTrustee’s (as successor servicer) obligations obligation to make P&I Advances pursuant with respect to Section 4.03 (and if the related Mortgage Loan in its capacity as Successor Servicer shall not be subject to such 90-day transition period and the Master Servicer or the Trustee, as applicable, will make any Advance required to be made by the terminated Servicer on the Distribution Date on which the terminated Servicer was terminated for failure required to make a P&I Advance pursuant to Section 7.01(a)(vii) such Advance. Effective on the date of such notice of termination, as compensation therefor, the Master Servicer or the Trustee, as applicable, shall immediately make such P&I Advance on the date that it becomes Successor Servicerbe entitled to all fees, except costs and expenses relating to the extent related Mortgage Loans that the Master terminated Servicer would have been entitled to if it had continued to act hereunder or under the TrusteeServicing Agreement, as applicable, deems such P&I Advances to be a Nonrecoverable P&I Advance); provided, however, that (a) if neither the Master Servicer nor the Trustee or the Master Servicer, as applicable, is prohibited by law or regulation from obligating itself to make P&I Advances regarding Delinquent Mortgage Loans, then the Trustee or the Master Servicer, as applicable, shall not be obligated to make P&I Advances pursuant to Section 4.03, (bi) the Trustee or the Master Servicer, as applicable, shall not be liable for losses of the predecessor Master Servicer or the related Servicer, as applicable, or any acts or omissions of the related predecessor Master Servicer or related terminated Servicer, as applicable, hereunder or (cii) deemed obligated to have made any representations and warranties of the predecessor Master Servicer or the related Servicer, as applicable, hereunder); and provided, further, that any failure to perform such duties or responsibilities caused by the Master Servicer’s or the related Servicer’s, as applicable, failure to provide information required by this Section 7.02 shall not be considered a default by the Trustee or the Master Servicer (as successor servicer) hereunder; provided, however, in the case of termination of the Servicer, it is understood and acknowledged by the parties that there will be a period of transition (not to exceed 90 days from the date on which the related Servicer receives such notice of termination) before the servicing transfer is fully effected, during which time the terminated Servicer shall continue all servicing (other than making any required P&I Advance, which the Trustee or the Master Servicer (as successor servicer) shall be required to do, subject to the limitations of this sentence) of the Mortgage Loans. Notwithstanding the above, the Trustee or the Master Servicer, as applicable, shall, if it is unable to so act or make Advances if it is prohibited by from doing so under applicable law from making advances regarding Delinquent Mortgage Loansor determines that such Advance, or if the Holders of Certificates entitled to at least 51% made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of the Voting Rights so request in writing terminated Servicer pursuant to Section 2.03 of this Agreement or pursuant to the Trustee Servicing Agreement or (in iv) obligated to deposit losses on any Permitted Investment directed by the case of the Master terminated Servicer) or the Master Servicer (in the case of a Servicer) promptly appoint or petition a court of competent jurisdiction to appoint a successor servicer meeting the requirements described below. Notwithstanding the foregoing, for a period of 30 days following the date on which a Servicer shall have received a notice of termination pursuant to Section 7.01, the terminated Servicer may appoint a successor servicer that satisfies the eligibility criteria of a successor servicer set forth below, which appointment shall be subject to the consent of the Depositor, the Seller, the Master Servicer and the Trustee, which consent shall not be unreasonably withheld or delayed; provided that such successor servicer agrees to fully effect the servicing transfer within the 90 day period referred to above and to make all P&I Advances that would otherwise be made by the Trustee or the Master Servicer (as successor servicer) as of the date of such appointment, and to reimburse the terminated Servicer, the Master Servicer or the Trustee, as applicable, for may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article VI of this Agreement or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any xxxxxxxxxxxx X&X Advances they have made and any reimburseable expenses that they may have incurred in connection with this Section 7.02. Any proceeds received in connection with established mortgage loan servicing institution the appointment of such which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor servicer shall be to the property terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the terminated Servicer with respect to the related Mortgage Loans hereunder or its designeeunder the Servicing Agreement. This 30 day period Any Successor Servicer shall terminate immediately (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of the close related Mortgage Loans under this Agreement or under the Servicing Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of business on the second Business Day rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer with respect to the related Mortgage Loans (other than any liabilities of the terminated Servicer hereof incurred prior to termination of such 30 day period Servicer under Section 8.01 of this Agreement or under the Servicing Agreement, as applicable), with like effect as if originally named as a party to this Agreement or under the Servicing Agreement, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates (A) in effect immediately prior to such assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Master Servicer was or the Trustee assumes the duties and responsibilities of the terminated because of an Event of Default described in Section 7.01(a)(vi) for failing Servicer with respect to make a required P&I Advance, and (B) the related Servicer shall have failed to make (or cause to be made) such P&I AdvanceMortgage Loans in accordance with this Section 8.02, or the related Servicer shall fail to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for shall not resign as servicer until a P&I Advance made by Successor Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder or under this Servicing Agreement, the Master Servicer or the Trustee, as applicable, unless such party is prohibited by the close of business on such second Business Day, or (ii) at the close of business on the second Business Day following the date (if any) during such 30 day period on which a P&I Advance is due to be made, if the terminated Servicer shall have failed to make (or caused to be made) such P&I Advance, or the terminated Servicer shall have failed to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for such P&I Advance, by the close of business on such second Business Day. As compensation therefor, the Trustee or the Master Servicer, as applicablelaw from so acting, shall be entitled to the Master Servicer’s Compensation or the related Servicing Fee, act in such capacity as applicable, and all funds relating to the Mortgage Loans to which the Master Servicer or the related Servicer, as applicable, would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due to the Master Servicer to the related Servicer, as applicable, prior to its termination or resignation). Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for herein. Any successor servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $15,000,000 and (iv) assume all the responsibilities, duties or liabilities of such servicer (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of the Master Servicer or the related Servicer, as applicable, under Section 7.01 herein) under this Agreement as if originally named as a party to this Agreement. No appointment of a successor to the Master Servicer or the related Servicer, as applicable, under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s or the related Servicer’s, as applicable, responsibilities, duties and liabilities (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of such servicer under Section 7.01(a) herein) hereunderhereinabove provided. In connection with such appointment and assumption of a successor master servicer or servicer as described hereinassumption, the Trustee Master Servicer or the Master ServicerTrustee, as applicable, may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the terminated Servicer with respect to the related Mortgage Loans hereunder or under this Servicing Agreement. The Master Servicer or the related ServicerTrustee, as applicable, as such hereunder. The Depositor, the Master Servicer (in the case of a Servicer) and the Trustee (in the case of the Master Servicer) applicable and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment Neither the Master Servicer nor any other Successor Servicer shall be deemed to be in default hereunder by reason of a successor any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the defaulting servicer under this Agreementfailure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee Master Servicer or the Master ServicerTrustee, as applicable, shall act in such capacity as hereinabove provided. Each Servicer agrees, at its sole cost and expense, promptly (and in any event no later than ten Business Days subsequent to such notice) to provide the Trustee or the Master Servicer, as applicable, connection with all documents and records requested by it to enable it to assume the related Servicer’s functions under this Agreement, and to cooperate with the Master Servicer in effecting the termination of the related terminated Servicer’s responsibilities and rights under this Agreement, appointment of a Successor Servicer and, if applicable, any transfer of servicing, including, without limitation, the transfer within two Business Days to the Master Servicer for administration by it of all cash amounts which at the time shall be or should have been credited by the related Servicer to the related Collection Account held by or on behalf of the related Servicer or any REO Account or Servicing Account held by or on behalf of the related Servicer or thereafter be received with respect to the related Mortgage Loans or any REO Property. For purposes of this section, the Master Servicer shall not be deemed to have knowledge of an Event of Default unless a Responsible Officer of the Master Servicer assigned to costs and working in the Master Servicer’s Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default is received by the Master Servicer and such notice references the Certificates, any of the Trust REMICs or this Agreement. The Master Servicer shall be entitled to be reimbursed by the defaulting Servicer (or by the Trust Fund if such Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer, from the related Servicer immediately preceding the Master Servicer), including without limitation, any reasonable out-of-pocket or third party costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer or the Trustee, as applicable, to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer, the Trustee or the Successor Servicer to service the related Mortgage Loans properly and effectively, upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of to the activities of extent not paid by the terminated Servicer as may be required herein shall be payable to the Master Servicer or the related ServicerTrustee, as applicable, hereunderfrom the Distribution Account pursuant to Section 3.32. Any successor to the terminated Servicer as successor servicer under this Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the Master term of its service as successor servicer maintain in force the policy or policies that the terminated Servicer is required to maintain pursuant to Section 3.05 of this Agreement or pursuant to the related ServicerServicing Agreement. Notwithstanding anything herein to the contrary, in no event shall the Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder or under any Servicing Agreement, as applicable, shall be entitled and the amount necessary to receive, out of induce any Late Collection of a Monthly Payment on a related Mortgage Loan which was due prior successor master servicer or successor servicer to the notice terminating such Master Servicer’s act as successor master servicer or related Servicer’ssuccessor servicer under this Agreement or any Servicing Agreement, as applicable, rights and obligations as Master Servicer the transactions set forth or the related Servicer, as applicable, hereunder and received after such notice, that portion thereof to which such Master Servicer or the related Servicer, as applicable, would have been entitled pursuant to Section 3.11, and any other amounts payable to such Master Servicer or the related Servicer, as applicable, hereunder the entitlement to which arose prior to the termination of its activities hereunder in accordance with Section 3.11 and in the time period specified in Section 3.11. The Master Servicer or the related Servicer, as applicable, shall continue to be entitled to the benefits of Section 6.03, notwithstanding any termination hereunder with respect to events occurring prior to such termination. If a Servicer fails to pay all costs related to the transition of servicing to a successor servicer, the successor servicer shall be entitled to reimbursement of these amounts from the Trustprovided for herein.

Master Servicer or Trustee to Act; Appointment of Successor. (a) On and after the date on which the Master Servicer and/or time a Servicer receives a notice of termination pursuant to Section 7.01(a) subject to the terms of this Section 7.02termination, the Trustee (in the event that the (a) Master Servicer is no longer the Master Servicer hereunder or (b) Master Servicer is no longer or, if Wxxxx Fargo receives the Master Servicer hereunder and a Servicer shall for any reason no longer by a Servicer hereunder) or notice of termination, the Master Servicer (in the event that a Servicer shall for any reason no longer by a Servicer hereunder) Trustee, shall be the successor in all respects to the Master Servicer or the related such Servicer in its capacity as master servicer or servicer, as applicable, a Servicer under this Agreement and all authority and power of the Master Servicer or the related Servicer, as applicable, under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the related Mortgage Loans or otherwise, shall pass to and be vested in the Trustee or the Master Servicer, as applicable, pursuant to and under this section and, without limitation, the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a Servicer) is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Master Servicer or the related Servicer, as applicable, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise and the transactions set forth or provided for herein or therein, and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Trustee or shall be assumed by the Master Servicer or the Trustee, as applicable (except for any representations or warranties of the Master such Servicer (in the case of the Trustee) or the related Servicer (in the case of the Trustee and the Master Servicer)) under this Agreement, Agreement the responsibilities, duties and liabilities contained in Section 2.03(b) 2.03 of this Agreement and the obligation to deposit amounts in respect of losses pursuant to Section 3.123.10(b) of this Agreement) by the terms and provisions hereof including, without limitation, the related such Servicer’s or the Master Servicer’s (as successor servicer) obligations to make P&I Advances pursuant to Section 4.03 (and 5.03 of this Agreement; provided, however, that if the related Servicer was terminated for failure to make a P&I Advance pursuant to Section 7.01(a)(vii) the Master Servicer or the Trustee, as applicable, shall immediately make such P&I Advance on the date that it becomes Successor Servicer, except to the extent the Master Servicer or the Trustee, as applicable, deems such P&I Advances to be a Nonrecoverable P&I Advance); provided, however, that (a) if the Trustee or the Master Servicer, as applicable, is prohibited by law or regulation from obligating itself to make P&I Advances advances regarding Delinquent Mortgage Loansdelinquent mortgage loans, then the Trustee Master Servicer or the Master ServicerTrustee, as applicable, applicable shall not be obligated to make P&I Advances pursuant to Section 4.03, (b) the Trustee or the Master Servicer, as applicable, shall not be liable for losses 5.03 of the predecessor Master Servicer or the related Servicer, as applicable, or any acts or omissions of the related predecessor Master Servicer or related Servicer, as applicable, hereunder or (c) deemed to have made any representations and warranties of the predecessor Master Servicer or the related Servicer, as applicable, hereunder)this Agreement; and provided, provided further, that any failure to perform such duties or responsibilities caused by the Master such Servicer’s or the related Servicer’s, as applicable, failure to provide information required by Section 8.01 of this Section 7.02 Agreement shall not be considered a default by the Trustee Master Servicer or the Master Servicer (Trustee, as applicable as successor servicer) to such Servicer hereunder; provided, however, in the case of termination of the Servicer, that (1) it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days from the date on which the related Servicer receives such notice of terminationninety (90) days) before the actual servicing transfer is functions can be fully effectedtransferred to the Master Servicer or the Trustee, during as applicable or any successor Servicer appointed in accordance with the following provisions and (2) any failure to perform such duties or responsibilities caused by such Servicer’s failure to provide information required by Section 8.01 of this Agreement shall not be considered a default by the Master Servicer or the Trustee, as applicable as successor to such Servicer. As compensation therefor, the Master Servicer or the Trustee, as applicable shall be entitled to the Servicing Fee and all funds relating to the related Mortgage Loans to which time the terminated Servicer shall continue all servicing (other than making any required P&I Advancewould have been entitled if it had continued to act hereunder. Notwithstanding the above and subject to the immediately following paragraph, which the Trustee or the Master Servicer (or the Trustee, as successor servicer) applicable may, if it shall be required unwilling to doso act, subject to the limitations of this sentence) of the Mortgage Loans. Notwithstanding the above, the Trustee or the Master Servicer, as applicable, shall, if it is unable to so act or if it is prohibited by law from making advances regarding Delinquent Mortgage Loans, or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a Servicer) promptly appoint or petition a court of competent jurisdiction to appoint appoint, a successor servicer meeting the requirements described below. Notwithstanding the foregoing, for a period of 30 days following the date on which a Servicer shall have received a notice of termination pursuant to Section 7.01, the terminated Servicer may appoint a successor servicer Person that satisfies the eligibility criteria of a successor servicer set forth belowbelow as the successor to the terminated Servicer under this Agreement in the assumption of all or any part of the responsibilities, which appointment duties or liabilities of the terminated Servicer under this Agreement. Any such successor shall be subject to the consent prior approval of the DepositorInsurer, the Seller, the Master Servicer and the Trustee, which consent shall such approval not to be unreasonably withheld or delayed; provided that such successor servicer agrees to fully effect the servicing transfer within the 90 day period referred to above and to make all P&I Advances that would otherwise be made by the Trustee or the Master Servicer (as successor servicer) as of the date of such appointment, and to reimburse the terminated Servicer, the Master Servicer or the Trustee, as applicable, for any xxxxxxxxxxxx X&X Advances they have made and any reimburseable expenses that they may have incurred in connection with this Section 7.02. Any proceeds received in connection with the appointment of such successor servicer shall be the property of the terminated Servicer or its designee. This 30 day period shall terminate immediately (i) at the close of business on the second Business Day of such 30 day period if (A) a Servicer was terminated because of an Event of Default described in Section 7.01(a)(vi) for failing to make a required P&I Advance, and (B) the related Servicer shall have failed to make (or cause to be made) such P&I Advance, or the related Servicer shall fail to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for a P&I Advance made by the Master Servicer or the Trustee, as applicable, by the close of business on such second Business Day, or (ii) at the close of business on the second Business Day following the date (if any) during such 30 day period on which a P&I Advance is due to be made, if the terminated Servicer shall have failed to make (or caused to be made) such P&I Advance, or the terminated Servicer shall have failed to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for such P&I Advance, by the close of business on such second Business Day. As compensation therefor, the Trustee or the Master Servicer, as applicable, shall be entitled to the Master Servicer’s Compensation or the related Servicing Fee, as applicable, and all funds relating to the Mortgage Loans to which the Master Servicer or the related Servicer, as applicable, would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due to the Master Servicer to the related Servicer, as applicable, prior to its termination or resignation)withheld. Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer Servicer to act as successor servicer Servicer under this Agreement and the transactions set forth or provided for herein. Any successor servicer Servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx Fxxxxx Mae and Xxxxxxx Fxxxxxx Mac approved seller/servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor servicer Servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $15,000,000 25,000,000 and (iv) assume all the responsibilities, duties or liabilities of such servicer the related Servicer (other than liabilities of the Master related Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of the Master related Servicer or the related Servicer, as applicable, under Section 7.01 8.01 herein) under this Agreement as if originally named as a party to this Agreement. . (1) All servicing transfer costs (including, without limitation, servicing transfer costs of the type described in Section 8.02(a) of this Agreement and incurred by the Trustee, the Master Servicer and any successor Servicer under paragraph (b)(2) below) in connection with the termination of a Servicer shall be paid by the terminated Servicer upon presentation of reasonable documentation of such costs, and if such predecessor or initial Servicer, as applicable, defaults in its obligation to pay such costs, the successor Servicer, the Master Servicer and the Trustee shall be entitled to reimbursement therefor from the assets of the Trust Fund. (2) No appointment of a successor to the Master a Servicer or the related Servicer, as applicable, under this Agreement shall be effective until the assumption by the successor of all of the Master such Servicer’s or the related Servicer’s, as applicable, responsibilities, duties and liabilities (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of such servicer under Section 7.01(a) herein) hereunder. In connection with such appointment and assumption of a successor master servicer or servicer as described herein, the Trustee or the Master Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on the related Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master related Servicer or the related Servicer, as applicable, as such hereunder. The Depositor, the Master Servicer (in the case of a Servicer) and the Trustee (in the case of the Master Servicer) and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the defaulting servicer related Servicer under this Agreement, the Trustee Master Servicer or the Master ServicerTrustee, as applicable, applicable shall act in such capacity as hereinabove provided. Each Servicer agrees, at its sole cost and expense, promptly (and in any event no later than ten Business Days subsequent to such notice) to provide the Trustee or the Master Servicer, as applicable, with all documents and records requested by it to enable it to assume the related Servicer’s functions under this Agreement, and to cooperate with the Master Servicer in effecting the termination of the related Servicer’s responsibilities and rights under this Agreement, including, without limitation, the transfer within two Business Days to the Master Servicer for administration by it of all cash amounts which at the time shall be or should have been credited by the related Servicer to the related Collection Account held by or on behalf of the related Servicer or any REO Account or Servicing Account held by or on behalf of the related Servicer or thereafter be received with respect to the related Mortgage Loans or any REO Property. For purposes of this section, the Master Servicer shall not be deemed to have knowledge of an Event of Default unless a Responsible Officer of the Master Servicer assigned to and working in the Master Servicer’s Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default is received by the Master Servicer and such notice references the Certificates, any of the Trust REMICs or this Agreement. The Master Servicer shall be entitled to be reimbursed by the defaulting Servicer (or by the Trust Fund if such Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer, from the related Servicer immediately preceding the Master Servicer), including without limitation, any reasonable out-of-pocket or third party costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer to service the Mortgage Loans properly and effectively, upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of the activities of the Master Servicer or the related Servicer, as applicable, hereunder, the Master Servicer or the related Servicer, as applicable, shall be entitled to receive, out of any Late Collection of a Monthly Payment on a related Mortgage Loan which was due prior to the notice terminating such Master Servicer’s or related Servicer’s, as applicable, rights and obligations as Master Servicer or the related Servicer, as applicable, hereunder and received after such notice, that portion thereof to which such Master Servicer or the related Servicer, as applicable, would have been entitled pursuant to Section 3.11, and any other amounts payable to such Master Servicer or the related Servicer, as applicable, hereunder the entitlement to which arose prior to the termination of its activities hereunder in accordance with Section 3.11 and in the time period specified in Section 3.11. The Master Servicer or the related Servicer, as applicable, shall continue to be entitled to the benefits of Section 6.03, notwithstanding any termination hereunder with respect to events occurring prior to such termination. If a Servicer fails to pay all costs related to the transition of servicing to a successor servicer, the successor servicer shall be entitled to reimbursement of these amounts from the Trust.

Master Servicer or Trustee to Act; Appointment of Successor. On and after the date on which the Master Servicer and/or time a Servicer receives a notice of termination pursuant to Section 7.01(a) subject 8.01 of this Agreement or pursuant to the terms of this Section 7.02Servicing Agreement, the Trustee (in the event that the (a) Master Servicer is no longer the Master Servicer hereunder or (b) Master Servicer or, if Xxxxx Fargo is no longer the Master Servicer hereunder and a Servicer defaulting Servicer, the Trustee, shall for any reason no longer by a Servicer hereunder) or the Master Servicer (in the event that a Servicer shall for any reason no longer by a Servicer hereunder) shall be become the successor in all respects to the Master such Servicer or the related Servicer in its capacity as master servicer or servicer, as applicable, under this Agreement and all authority and power of the Master Servicer or the related Servicer, as applicable, under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the related Mortgage Loans or otherwise, shall pass to and be vested in the Trustee or the Master Servicer, as applicable, pursuant to and under this section and, without limitation, the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a Servicer) is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Master Servicer or the related Servicer, as applicable, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise and the transactions set forth or provided for herein and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Trustee or the Master terminated Servicer (except for any representations or warranties of the Master Servicer (in the case of the Trustee) or the related Servicer (in the case of the Trustee and the Master Servicer)) under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(b) and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof includingor the Servicing Agreement, without limitationas applicable, and applicable law including the related obligation to make Advances pursuant to Article V hereof or the Servicing Agreement, as applicable, except as otherwise provided herein or therein; provided, however, that the Master Servicer’s or the Master ServicerTrustee’s (as successor servicer) obligations obligation to make P&I Advances pursuant in its capacity as Successor Servicer shall not be subject to Section 4.03 (such 90-day transition period and if the related Master Servicer or the Trustee, as applicable, will make any Advance required to be made by the terminated Servicer on the Distribution Date on which the terminated Servicer was terminated for failure required to make a P&I Advance pursuant to Section 7.01(a)(vii) such Advance. Effective on the date of such notice of termination, as compensation therefor, the Master Servicer or the Trustee, as applicable, shall immediately make such P&I Advance on the date that it becomes Successor Servicerbe entitled to all fees, except costs and expenses relating to the extent related Mortgage Loans that the Master terminated Servicer would have been entitled to if it had continued to act hereunder or under the TrusteeServicing Agreement, as applicable, deems such P&I Advances to be a Nonrecoverable P&I Advance); provided, however, that (a) if neither the Master Servicer nor the Trustee or the Master Servicer, as applicable, is prohibited by law or regulation from obligating itself to make P&I Advances regarding Delinquent Mortgage Loans, then the Trustee or the Master Servicer, as applicable, shall not be obligated to make P&I Advances pursuant to Section 4.03, (bi) the Trustee or the Master Servicer, as applicable, shall not be liable for losses of the predecessor Master Servicer or the related Servicer, as applicable, or any acts or omissions of the related predecessor Master Servicer or related terminated Servicer, as applicable, hereunder or (cii) deemed obligated to have made any representations and warranties of the predecessor Master Servicer or the related Servicer, as applicable, hereunder); and provided, further, that any failure to perform such duties or responsibilities caused by the Master Servicer’s or the related Servicer’s, as applicable, failure to provide information required by this Section 7.02 shall not be considered a default by the Trustee or the Master Servicer (as successor servicer) hereunder; provided, however, in the case of termination of the Servicer, it is understood and acknowledged by the parties that there will be a period of transition (not to exceed 90 days from the date on which the related Servicer receives such notice of termination) before the servicing transfer is fully effected, during which time the terminated Servicer shall continue all servicing (other than making any required P&I Advance, which the Trustee or the Master Servicer (as successor servicer) shall be required to do, subject to the limitations of this sentence) of the Mortgage Loans. Notwithstanding the above, the Trustee or the Master Servicer, as applicable, shall, if it is unable to so act or make Advances if it is prohibited by from doing so under applicable law from making advances regarding Delinquent Mortgage Loansor determines that such Advance, or if the Holders of Certificates entitled to at least 51% made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of the Voting Rights so request in writing terminated Servicer pursuant to Section 2.03 of this Agreement or pursuant to the Trustee Servicing Agreement or (in iv) obligated to deposit losses on any Permitted Investment directed by the case of the Master terminated Servicer) or the Master Servicer (in the case of a Servicer) promptly appoint or petition a court of competent jurisdiction to appoint a successor servicer meeting the requirements described below. Notwithstanding the foregoing, for a period of 30 days following the date on which a Servicer shall have received a notice of termination pursuant to Section 7.01, the terminated Servicer may appoint a successor servicer that satisfies the eligibility criteria of a successor servicer set forth below, which appointment shall be subject to the consent of the Depositor, the Seller, the Master Servicer and the Trustee, which consent shall not be unreasonably withheld or delayed; provided that such successor servicer agrees to fully effect the servicing transfer within the 90 day period referred to above and to make all P&I Advances that would otherwise be made by the Trustee or the Master Servicer (as successor servicer) as of the date of such appointment, and to reimburse the terminated Servicer, the Master Servicer or the Trustee, as applicable, for may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article VI of this Agreement or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any xxxxxxxxxxxx X&X Advances they have made and any reimburseable expenses that they may have incurred in connection with this Section 7.02. Any proceeds received in connection with established mortgage loan servicing institution the appointment of such which does not adversely affect the then current rating of the Certificates by each Rating Agency as the successor servicer shall be to the property terminated Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the terminated Servicer hereunder or its designeeunder the Servicing Agreement. This 30 day period Any Successor Servicer shall terminate immediately (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of the close related Mortgage Loans under this Agreement or under the Servicing Agreement, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such delegation and assignment, that contains an assumption by such Person of business on the second Business Day rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer (other than any liabilities of the terminated Servicer hereof incurred prior to termination of such 30 day period Servicer under Section 8.01 of this Agreement or under the Servicing Agreement, as applicable), with like effect as if (A) originally named as a Servicer was terminated because of an Event of Default described in Section 7.01(a)(vi) for failing party to make a required P&I Advancethis Agreement or under the Servicing Agreement, and (B) the related Servicer provided that each Rating Agency shall have failed acknowledged in writing that its rating of the Certificates in effect immediately prior to make (such assignment and delegation will not be qualified or cause to be made) reduced as a result of such P&I Advanceassignment and delegation. If the Master Servicer assumes the duties and responsibilities of the terminated Servicer in accordance with this Section 8.02, or the related Servicer shall fail to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for shall not resign as servicer until a P&I Advance made by Successor Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder or under this Servicing Agreement, the Master Servicer or the Trustee, as applicable, unless such party is prohibited by the close of business on such second Business Day, or (ii) at the close of business on the second Business Day following the date (if any) during such 30 day period on which a P&I Advance is due to be made, if the terminated Servicer shall have failed to make (or caused to be made) such P&I Advance, or the terminated Servicer shall have failed to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for such P&I Advance, by the close of business on such second Business Day. As compensation therefor, the Trustee or the Master Servicer, as applicablelaw from so acting, shall be entitled to the Master Servicer’s Compensation or the related Servicing Fee, act in such capacity as applicable, and all funds relating to the Mortgage Loans to which the Master Servicer or the related Servicer, as applicable, would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due to the Master Servicer to the related Servicer, as applicable, prior to its termination or resignation). Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for herein. Any successor servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $15,000,000 and (iv) assume all the responsibilities, duties or liabilities of such servicer (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of the Master Servicer or the related Servicer, as applicable, under Section 7.01 herein) under this Agreement as if originally named as a party to this Agreement. No appointment of a successor to the Master Servicer or the related Servicer, as applicable, under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s or the related Servicer’s, as applicable, responsibilities, duties and liabilities (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of such servicer under Section 7.01(a) herein) hereunderhereinabove provided. In connection with such appointment and assumption of a successor master servicer or servicer as described hereinassumption, the Trustee Master Servicer or the Master ServicerTrustee, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the terminated Servicer hereunder or under this Servicing Agreement. The Master Servicer or the related ServicerTrustee, as applicable, as such hereunder. The Depositor, the Master Servicer (in the case of a Servicer) and the Trustee (in the case of the Master Servicer) applicable and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment Neither the Master Servicer nor any other Successor Servicer shall be deemed to be in default hereunder by reason of a successor any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the defaulting servicer under this Agreementfailure of the terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee Master Servicer or the Master ServicerTrustee, as applicable, shall act in such capacity as hereinabove provided. Each Servicer agrees, at its sole cost and expense, promptly (and in any event no later than ten Business Days subsequent to such notice) to provide the Trustee or the Master Servicer, as applicable, connection with all documents and records requested by it to enable it to assume the related Servicer’s functions under this Agreement, and to cooperate with the Master Servicer in effecting the termination of the related terminated Servicer’s responsibilities and rights under this Agreement, appointment of a Successor Servicer and, if applicable, any transfer of servicing, including, without limitation, the transfer within two Business Days to the Master Servicer for administration by it of all cash amounts which at the time shall be or should have been credited by the related Servicer to the related Collection Account held by or on behalf of the related Servicer or any REO Account or Servicing Account held by or on behalf of the related Servicer or thereafter be received with respect to the related Mortgage Loans or any REO Property. For purposes of this section, the Master Servicer shall not be deemed to have knowledge of an Event of Default unless a Responsible Officer of the Master Servicer assigned to costs and working in the Master Servicer’s Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default is received by the Master Servicer and such notice references the Certificates, any of the Trust REMICs or this Agreement. The Master Servicer shall be entitled to be reimbursed by the defaulting Servicer (or by the Trust Fund if such Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer, from the related Servicer immediately preceding the Master Servicer), including without limitation, any reasonable out-of-pocket or third party costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer or the Trustee, as applicable, to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer, the Trustee or the Successor Servicer to service the related Mortgage Loans properly and effectively, upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of to the activities of extent not paid by the terminated Servicer as may be required herein shall be payable to the Master Servicer or the related ServicerTrustee, as applicable, hereunderfrom the Distribution Account pursuant to Section 3.32. Any successor to the terminated Servicer as successor servicer under this Agreement shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that the terminated Servicer is required to maintain pursuant to Section 3.05 of this Agreement or pursuant to the Servicing Agreement. Notwithstanding anything herein to the contrary, in no event shall the Trustee be liable for any Master Servicing Fee or Servicing Fee or for any differential in the amount of the Master Servicer Servicing Fee or the related ServicerServicing Fee paid hereunder or under any Servicing Agreement, as applicable, shall be entitled and the amount necessary to receive, out of induce any Late Collection of a Monthly Payment on a related Mortgage Loan which was due prior successor master servicer or successor servicer to the notice terminating such Master Servicer’s act as successor master servicer or related Servicer’ssuccessor servicer under this Agreement or any Servicing Agreement, as applicable, rights and obligations as Master Servicer the transactions set forth or the related Servicer, as applicable, hereunder and received after such notice, that portion thereof to which such Master Servicer or the related Servicer, as applicable, would have been entitled pursuant to Section 3.11, and any other amounts payable to such Master Servicer or the related Servicer, as applicable, hereunder the entitlement to which arose prior to the termination of its activities hereunder in accordance with Section 3.11 and in the time period specified in Section 3.11. The Master Servicer or the related Servicer, as applicable, shall continue to be entitled to the benefits of Section 6.03, notwithstanding any termination hereunder with respect to events occurring prior to such termination. If a Servicer fails to pay all costs related to the transition of servicing to a successor servicer, the successor servicer shall be entitled to reimbursement of these amounts from the Trustprovided for herein.

Master Servicer or Trustee to Act; Appointment of Successor. On and after the date on which the Master Servicer and/or a or the Servicer receives a notice of termination pursuant to Section 7.01(a) subject to the terms of this Section 7.02, the Trustee (in the event that the (a) Master Servicer is no longer case of the Master Servicer hereunder or (b) Master Servicer is no longer the Master Servicer hereunder and a Servicer shall for any reason no longer by a Servicer hereunderServicer) or the Master Servicer (in the event that a Servicer shall for any reason no longer by a Servicer hereundercase of the Servicer) shall be the successor in all respects to the Master Servicer or the related Servicer in its capacity as master servicer or servicer, as applicable, under this Agreement and all authority and power of the Master Servicer or the related Servicer, as applicable, under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the related Mortgage Loans or otherwise, shall pass to and be vested in the Trustee or the Master Servicer, as applicable, pursuant to and under this section and, without limitation, the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a the Servicer) is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Master Servicer or the related Servicer, as applicable, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Trustee or the Master Servicer (except for any representations or warranties of the Master Servicer (in the case of the Trustee) or the related Servicer (in the case of the Trustee and the Master Servicer)) under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(b) and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the related Servicer’s or the Master Servicer’s (as successor servicer) obligations to make P&I Advances pursuant to Section 4.03 (and if the related Servicer was terminated for failure to make a P&I Advance pursuant to Section 7.01(a)(vii) the Master Servicer or the Trustee, as applicable, shall immediately make such P&I Advance on the date that it becomes Successor Servicer, except to the extent the Master Servicer or the Trustee, as applicable, deems such P&I Advances to be a Nonrecoverable P&I Advance); provided, however, that (a) if the Trustee or the Master Servicer, as applicable, is prohibited by law or regulation from obligating itself to make P&I Advances regarding Delinquent Mortgage Loans, then the Trustee or the Master Servicer, as applicable, shall not be obligated to make P&I Advances pursuant to Section 4.03, (b) the Trustee or the Master Servicer, as applicable, shall not be liable for losses of the predecessor Master Servicer or the related Servicer, as applicable, or any acts or omissions of the related predecessor Master Servicer or related Servicer, as applicable, hereunder or (c) deemed to have made any representations and warranties of the predecessor Master Servicer or the related Servicer, as applicable, hereunder); and provided, further, that any failure to perform such duties or responsibilities caused by the Master Servicer’s or the related Servicer’s, as applicable, failure to provide information required by this Section 7.02 shall not be considered a default by the Trustee or the Master Servicer (as successor servicer) hereunder; provided, however, in the case of termination of the Servicer, it is understood and acknowledged by the parties that there will be a period of transition (not to exceed 90 days from the date on which the related Servicer receives such notice of termination) before the servicing transfer is fully effected, during which time the terminated Servicer shall continue all servicing (other than making any required P&I Advance, which the Trustee or the Master Servicer (as successor servicer) shall be required to do, subject to the limitations of this sentence) of the Mortgage Loans. Notwithstanding the above, the Trustee or the Master Servicer, as applicable, shall, if it is unable to so act or if it is prohibited by law from making advances regarding Delinquent Mortgage Loans, or if the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a the Servicer) promptly appoint or petition a court of competent jurisdiction to appoint a successor servicer meeting the requirements described below. Notwithstanding the foregoing, for a period of 30 days following the date on which a the Servicer shall have received a notice of termination pursuant to Section 7.01, the terminated Servicer may appoint a successor servicer that satisfies the eligibility criteria of a successor servicer set forth below, which appointment shall be subject to the consent of the Depositor, the Seller, the Master Servicer and the Trustee, which consent shall not be unreasonably withheld or delayed; provided that such successor servicer agrees to fully effect the servicing transfer within the 90 day period referred to above and to make all P&I Advances that would otherwise be made by the Trustee or the Master Servicer (as successor servicer) as of the date of such appointment, and to reimburse the terminated Servicer, the Master Servicer or the Trustee, as applicable, for any xxxxxxxxxxxx X&X Advances they have made and any reimburseable expenses that they may have incurred in connection with this Section 7.02. Any proceeds received in connection with the appointment of such successor servicer shall be the property of the terminated Servicer or its designee. This 30 day period shall terminate immediately (i) at the close of business on the second Business Day of such 30 day period if (A) a the Servicer was terminated because of an Event of Default described in Section 7.01(a)(vi7.01(a)(vii) for failing to make a required P&I Advance, and (B) the related Servicer shall have failed to make (or cause to be made) such P&I Advance, or the related Servicer shall fail to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for a P&I Advance made by the Master Servicer or the Trustee, as applicable, by the close of business on such second Business Day, or (ii) at the close of business on the second Business Day following the date (if any) during such 30 day period on which a P&I Advance is due to be made, if the terminated Servicer shall have failed to make (or caused to be made) such P&I Advance, or the terminated Servicer shall have failed to reimburse (or cause to be reimbursed) the Master Servicer or the Trustee, as applicable, for such P&I Advance, by the close of business on such second Business Day. As compensation therefor, the Trustee or the Master Servicer, as applicable, shall be entitled to the Master Servicer’s Compensation Servicing Fee or the related Servicing Fee, as applicable, and all funds relating to the Mortgage Loans to which the Master Servicer or the related Servicer, as applicable, would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due to the Master Servicer to the related Servicer, as applicable, prior to its termination or resignation). Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for herein. Any successor servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $15,000,000 and (iv) assume all the responsibilities, duties or liabilities of such servicer (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of the Master Servicer or the related Servicer, as applicable, under Section 7.01 herein) under this Agreement as if originally named as a party to this Agreement. No appointment of a successor to the Master Servicer or the related Servicer, as applicable, under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s or the related Servicer’s, as applicable, responsibilities, duties and liabilities (other than liabilities of the Master Servicer or the related Servicer, as applicable, hereunder incurred prior to termination of such servicer under Section 7.01(a) herein) hereunder. In connection with such appointment and assumption of a successor master servicer or servicer as described herein, the Trustee or the Master Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer or the related Servicer, as applicable, as such hereunder. The Depositor, the Master Servicer (in the case of a the Servicer) and the Trustee (in the case of the Master Servicer) and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the defaulting servicer under this Agreement, the Trustee or the Master Servicer, as applicable, shall act in such capacity as hereinabove provided. Each The Servicer agrees, at its sole cost and expense, promptly (and in any event no later than ten Business Days subsequent to such notice) to provide the Trustee or the Master Servicer, as applicable, with all documents and records requested by it to enable it to assume the related Servicer’s functions under this Agreement, and to cooperate with the Master Servicer in effecting the termination of the related Servicer’s responsibilities and rights under this Agreement, including, without limitation, the transfer within two Business Days to the Master Servicer for administration by it of all cash amounts which at the time shall be or should have been credited by the related Servicer to the related Collection Account held by or on behalf of the related Servicer or any REO Account or Servicing Account held by or on behalf of the related Servicer or thereafter be received with respect to the related Mortgage Loans or any REO Property. For purposes of this section, the Master Servicer shall not be deemed to have knowledge of an Event of Default unless a Responsible Officer of the Master Servicer assigned to and working in the Master Servicer’s Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default is received by the Master Servicer and such notice references the Certificates, any of the Trust REMICs or this Agreement. The Master Servicer shall be entitled to be reimbursed by the defaulting Servicer (or by the Trust Fund if such Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer, from the related Servicer immediately preceding the Master Servicer), including without limitation, any reasonable out-of-pocket or third party costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer to service the Mortgage Loans properly and effectively, upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of the activities of the Master Servicer or the related Servicer, as applicable, hereunder, the Master Servicer or the related Servicer, as applicable, shall be entitled to receive, out of any Late Collection of a Monthly Payment on a related Mortgage Loan which was due prior to the notice terminating such Master Servicer’s or related Servicer’s, as applicable, rights and obligations as Master Servicer or the related Servicer, as applicable, hereunder and received after such notice, that portion thereof to which such Master Servicer or the related Servicer, as applicable, would have been entitled pursuant to Section 3.11, and any other amounts payable to such Master Servicer or the related Servicer, as applicable, hereunder the entitlement to which arose prior to the termination of its activities hereunder in accordance with Section 3.11 and in the time period specified in Section 3.11. The Master Servicer or the related Servicer, as applicable, shall continue to be entitled to the benefits of Section 6.03, notwithstanding any termination hereunder with respect to events occurring prior to such termination. If a the Servicer fails to pay all costs related to the transition of servicing to a successor servicer, the successor servicer shall be entitled to reimbursement of these amounts from the Trust.

Master Servicer or Trustee to Act; Appointment of Successor. On and after the date on which the Servicer or the Master Servicer and/or a Servicer receives a notice of termination pursuant to Section 7.01(a) subject to the terms of Section 3.29 and this Section 7.02, the Trustee (in the event that the (a) Master Servicer is no longer case of the Master Servicer hereunder or (b) Master Servicer is no longer the Master Servicer hereunder and a Servicer shall for any reason no longer by a Servicer hereunderServicer) or the Master Servicer (in the event that a Servicer shall for any reason no longer by a Servicer hereundercase of the Servicer) shall be the successor in all respects to the Master Servicer or the related Master Servicer in its capacity as master servicer or master servicer, as applicable, under this Agreement and all authority and power of the Master Servicer or the related Master Servicer, as applicable, under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the related Mortgage Loans or otherwise, shall pass to and be vested in the Trustee or the Master Servicer, as applicable, pursuant to and under this section Section and, without limitation, the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a the Servicer) is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Master Servicer or the related Master Servicer, as applicable, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Trustee or the Master Servicer (except for any representations or warranties of the Master Servicer Service (in the case of the Trustee) or the related Servicer (in the case of the Trustee and the Master Servicer)) under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(b) and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof including, without limitation, the related Servicer’s or the Master Servicer’s (as successor servicer) obligations to make P&I Advances pursuant to Section 4.03 (and if the related Servicer was terminated for failure to make a P&I Advance pursuant to Section 7.01(a)(vii) the Master Servicer or the Trustee, as applicable, shall immediately make such P&I Advance on the date that it becomes Successor Servicer, except to the extent the Master Servicer or the Trustee, as applicable, deems such P&I Advances to be a Nonrecoverable P&I Advance); provided, however, that (a) if the Trustee or the Master Servicer, as applicable, is prohibited by law or regulation from obligating itself to make P&I Advances regarding Delinquent Mortgage Loans, then the Trustee or the Master Servicer, as applicable, shall not be obligated to make P&I Advances pursuant to Section 4.03, (b) the Trustee or the Master Servicer, as applicable, shall not be liable for losses of the predecessor Master Servicer or the related Servicer, as applicable, or any acts or omissions of the related predecessor Master Servicer or related Servicer, as applicable, hereunder or (c) deemed to have made any representations and warranties of the predecessor Master Servicer or the related Servicer, as applicable, hereunder); and provided, further, that any failure to perform such duties or responsibilities caused by the Master Servicer’s or the related Master Servicer’s, as applicable, failure to provide information required by this Section 7.02 shall not be considered a default by the Trustee or the Master Servicer (as successor servicer) hereunder; provided, however, in the case of termination of the Servicer, it is understood and acknowledged by the parties that there will be a period of transition (not to exceed 90 days from the date on which the related Servicer receives such notice of termination) before the servicing transfer is fully effected, during which time the terminated Servicer shall continue all servicing (other than making any required P&I Advance, which the Trustee or the Master Servicer (Servicer, as successor servicer) applicable, shall be required to do, subject to the limitations of this sentence) of the Mortgage Loans. Notwithstanding the above, the Trustee or the Master Servicer, as applicable, shall, if it is unable to so act or if it is prohibited by law from making advances regarding Delinquent Mortgage Loans, or if [__________] or the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee (in the case of the Master Servicer) or the Master Servicer (in the case of a the Servicer) promptly appoint or petition a court of competent jurisdiction to appoint a successor servicer meeting the requirements described below. Notwithstanding the foregoing, for a period of 30 days following the date on which a the Servicer shall have received a notice of termination pursuant to Section 7.01, the terminated Servicer may appoint a successor servicer that satisfies the eligibility criteria of a successor servicer set forth below, which appointment shall be subject to the consent of the Depositor, the Seller, the Master Servicer and the Trustee, which consent shall not be unreasonably withheld or delayed; provided that such successor servicer agrees to fully effect the servicing transfer within the 90 day period referred to above and to make all P&I Advances that would otherwise be made by the Trustee or the Master Servicer (as successor servicer) as of the date of such appointment, and to reimburse the terminated Servicer, the Master Servicer or the Trustee, as applicable, for any xxxxxxxxxxxx X&X unreimbursed P&I Advances they have made and any reimburseable expenses that they may have incurred in connection with this Section 7.02. Any proceeds received in connection with the appointment of such successor servicer shall be the property of the terminated Servicer or its designee. This 30 day period shall terminate immediately (i) at the close of business on the second Business Day of such 30 day period if (A) a the Servicer was terminated because of an Event of Default described in Section 7.01(a)(vi7.01(a)(vii) for failing to make a required P&I Advance, and (B) the related Servicer shall have failed to make (or cause to be made) such P&I Advance, or the related Servicer shall fail to reimburse (or cause to be reimbursed) the Master Servicer Trustee or the TrusteeMaster Servicer, as applicable, for a P&I Advance made by the Master Servicer Trustee or the TrusteeMaster Servicer, as applicable, by the close of business on such second Business Day, or (ii) at the close of business on the second Business Day following the date (if any) during such 30 day period on which a P&I Advance is due to be made, if the terminated Servicer shall have failed to make (or caused to be made) such P&I Advance, or the terminated Servicer shall have failed to reimburse (or cause to be reimbursed) the Master Servicer Trustee or the TrusteeMaster Servicer, as applicable, for such P&I Advance, by the close of business on such second Business Day. As compensation therefor, the Trustee or the Master Servicer, as applicable, shall be entitled to the Master Servicer’s Compensation Servicing Fee or the related Master Servicing Fee, as applicable, and all funds relating to the Mortgage Loans to which the Master Servicer or the related Servicer, as applicable, would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due to the Servicer or the Master Servicer to the related Servicer, as applicable, prior to its termination or resignation). Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor servicer to act as successor servicer under this Agreement and the transactions set forth or provided for herein. Any successor servicer appointed under this Agreement must (i) be an established mortgage loan servicing institution that is a Xxxxxx Xxx and Xxxxxxx Freddie Mac approved seller/servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor servicer would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates, (iii) have a net worth of not less than $15,000,000 and (iv) assume all the responsibilities, duties or liabilities of such servicer (other than liabilities of the Master Servicer or the related Master Servicer, as applicable, hereunder incurred prior to termination of the Master Servicer or the related Master Servicer, as applicable, under Section 7.01 herein) under this Agreement as if originally named as a party to this Agreement. No appointment of a successor to the Master Servicer Servicer, or the related Master Servicer, as applicable, under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s or the related Master Servicer’s, as applicable, responsibilities, duties and liabilities (other than liabilities of the Master Servicer or the related Master Servicer, as applicable, hereunder incurred prior to termination of such servicer under Section 7.01(a) herein) hereunder. In connection with such appointment and assumption of a successor master servicer or servicer as described herein, the Trustee or the Master Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer or the related Master Servicer, as applicable, as such hereunder. The Depositor, the Master Servicer (in the case of a the Servicer) and the Trustee (in the case of the Master Servicer) and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the defaulting servicer under this Agreement, the Trustee or the Master Servicer, as applicable, shall act in such capacity as hereinabove herein provided. Each The Servicer agrees, at its sole cost and expense, promptly (and in any event no later than ten Business Days subsequent to such notice) to provide the Trustee or the Master Servicer, as applicable, with all documents and records requested by it to enable it to assume the related Servicer’s functions under this Agreement, and to cooperate with the Master Servicer in effecting the termination of the related Servicer’s responsibilities and rights under this Agreement, including, without limitation, the transfer within two Business Days to the Master Servicer for administration by it of all cash amounts which at the time shall be or should have been credited by the related Servicer to the related Collection Account held by or on behalf of the related Servicer or any REO Account or Servicing Account held by or on behalf of the related Servicer or thereafter be received with respect to the related Mortgage Loans or any REO Property. For purposes of this section, the Master Servicer shall not be deemed to have knowledge of an Event of Default unless a Responsible Officer of the Master Servicer assigned to and working in the Master Servicer’s Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such an Event of Default is received by the Master Servicer and such notice references the Certificates, any of the Trust REMICs or this Agreement. The Master Servicer shall be entitled to be reimbursed by the defaulting Servicer (or by the Trust Fund if such Servicer is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket or third party costs associated with the transfer of servicing from the predecessor Servicer (or if the predecessor Servicer is the Master Servicer, from the related Servicer immediately preceding the Master Servicer), including without limitation, any reasonable out-of-pocket or third party costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer to service the Mortgage Loans properly and effectively, upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of the activities of the Master Servicer or the related Master Servicer, as applicable, hereunder, the Master Servicer or the related Master Servicer, as applicable, shall be entitled to receive, out of any Late Collection of a Monthly Payment on a related Mortgage Loan which was due prior to the notice terminating such Master Servicer’s or related the Master Servicer’s, as applicable, rights and obligations as Master the Servicer or the related Master Servicer, as applicable, hereunder and received after such notice, that portion thereof to which such Master Servicer or the related Master Servicer, as applicable, would have been entitled pursuant to Section 3.11, and any other amounts payable to such Master Servicer or the related Master Servicer, as applicable, hereunder the entitlement to which arose prior to the termination of its activities hereunder in accordance with Section 3.11 and in the time period specified in Section 3.11. The Master Servicer or the related Master Servicer, as applicable, shall continue to be entitled to the benefits of Section 6.03, notwithstanding any termination hereunder with respect to events occurring prior to such termination. If a the Servicer fails to pay all costs related to the transition of servicing to a successor servicer, the successor servicer shall be entitled to reimbursement of these amounts from the Trust.