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

Master Servicer to Act; Appointment of Successor Servicer. On and after the time the Master Servicer gives, and a Servicer receives, a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 3.06 and subject to the rights of the Servicing Rights Pledgee, be the successor to such 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 such Servicer by the terms and provisions hereof and applicable law, including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.01, as soon as practicable but in no event later than 90 days following the notice of termination or removal of the Servicer. As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that such Servicer would have been entitled to charge to the Collection Account if such Servicer had continued to act hereunder including, if such Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of the Securities Administrator). Notwithstanding the foregoing, if the Master Servicer has become the successor to such Servicer in accordance with this Section 7.02, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder. Any successor to such Servicer shall be an institution which is a Fannie Mae- and Freddie Mac approved seller/servicer in good standing, xxxxx hxx a net worth of at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of such Servicer under Section 6.03 incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee and amounts paid to such Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor Servicer 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 such Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that a Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer (excluding set-up costs and other administrative expenses of the successor Servicer, in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund, or if the successor servicer fails to pay, the Securities Administrator pays such amounts from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the predecessor Servicer (except in the case where the Master Servicer in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a Servicer as servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as Servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to Section 3.13. Notwithstanding anything to the contrary set forth above, if, pursuant to Section 6.06, Litton assigns all of its right, title and interest in, to and under thxx Xxxeement to the Servicing Rights Pledgee or its designee, the Master Servicer hereby agrees that such party shall be appointed successor Servicer upon receipt of (i) a letter signed by Litton whereunder Litton shall resign as a Servicer under this Agreemenx, (xx) a letter sxxxxx by the Servicing Rights Pledgee or its designee, whereunder such party acknowledges such assignment and agrees to be the successor Servicer subject to the terms of this Agreement and (iii) confirmation from the Rating Agencies that such appointment will not cause any Rating Agency to withdraw or downgrade its then-current ratings of any Class of Certificates. In the event an Event of Default has occurred with respect to Litton, notwithstanding anything to the contrary above, the Master Servxxxx xnd the Depositor hereby agree that upon delivery to the Master Servicer by or on behalf of the Servicing Rights Pledgee of a letter signed by Litton within ten Business Days of the date on which the Master Servicex xxxx notice of such default, whereunder Litton shall resign as a Servicer under this Agreement, the Master Servxxxx xhall appoint the Servicing Rights Pledgee or its designee as successor Servicer, provided that at the time of appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above and the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement. If the Servicing Rights Pledgee fails to provide the Master Servicer with such letter, the Master Servicer shall appoint a successor Servicer in accordance with Section 7.02. Notwithstanding anything to the contrary above, Litton shall continue to perform all of the obligations of Servicer herxxxxxx until the Master Servicer appoints a successor Servicer. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section 7.02.

Master Servicer to Act; Appointment of Successor Servicer. On and after the time the Master Servicer gives, and a the Servicer receives, a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to a transition period not to exceed 90 days for the transfer of actual servicing to the successor servicer, and subject to and to the extent provided in Section 3.06 and subject to the rights of the Servicing Rights Pledgee3.06, be the successor to such the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to the obligation to make P&I Advances and Servicing Advances pursuant to this Agreement, whether or not this 90 day transition period has elapsed, and after such transition period, if any, all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions hereof and applicable law, including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.01, as soon as practicable but in no event later than 90 days following the notice of termination or removal of the Servicer. As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that such the Servicer would have been entitled to charge to the Collection Account if such the Servicer had continued to act hereunder including, if such the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of the Securities Administrator). Notwithstanding the foregoing, if the Master Servicer has become the successor to such the Servicer in accordance with this Section 7.02, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to such the Servicer shall be an institution which is a Fannie Mae- Mae and Freddie Mac approved seller/servicer in good standing, wxxxx xax x net xxxxx hxx a net worth of xf at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of such the Servicer under Section 6.03 incurred prior to termination of such the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to a the Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee and amounts paid to such the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor Servicer 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 such the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that a the Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer (excluding set-up costs and other administrative expenses of the successor Servicer, in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund, or if the successor servicer fails to pay, the Securities Administrator pays such amounts from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the predecessor Servicer (except in the case where the Master Servicer in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as Servicer, maintain in force the policy or policies that such the Servicer is required to maintain pursuant to Section 3.13. Notwithstanding anything to the contrary set forth above, if, pursuant to Section 6.06, Litton assigns all of its right, title and interest in, to and under thxx Xxxeement to the Servicing Rights Pledgee or its designee, the Master Servicer hereby agrees that such party shall be appointed successor Servicer upon receipt of (i) a letter signed by Litton whereunder Litton shall resign as a Servicer under this Agreemenx, (xx) a letter sxxxxx by the Servicing Rights Pledgee or its designee, whereunder such party acknowledges such assignment and agrees to be the successor Servicer subject to the terms of this Agreement and (iii) confirmation from the Rating Agencies that such appointment will not cause any Rating Agency to withdraw or downgrade its then-current ratings of any Class of Certificates. In the event an Event of Default has occurred with respect to Litton, notwithstanding anything to the contrary above, the Master Servxxxx xnd the Depositor hereby agree that upon delivery to the Master Servicer by or on behalf of the Servicing Rights Pledgee of a letter signed by Litton within ten Business Days of the date on which the Master Servicex xxxx notice of such default, whereunder Litton shall resign as a Servicer under this Agreement, the Master Servxxxx xhall appoint the Servicing Rights Pledgee or its designee as successor Servicer, provided that at the time of appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above and the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement. If the Servicing Rights Pledgee fails to provide the Master Servicer with such letter, the Master Servicer shall appoint a successor Servicer in accordance with Section 7.02. Notwithstanding anything to the contrary above, Litton shall continue to perform all of the obligations of Servicer herxxxxxx until the Master Servicer appoints a successor Servicer. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section 7.02.

Master Servicer to Act; Appointment of Successor Servicer. On and after the time the Master Servicer gives, and a Servicer receives, a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 3.06 and subject to the rights of the Servicing Rights Pledgee3.06, be the successor to such 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 such Servicer by the terms and provisions hereof and applicable law, law including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.01, as soon as practicable but in no event later than 90 days following the notice of termination or removal of the Servicer. As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that such Servicer would have been entitled to charge to the Collection Account if such Servicer had continued to act hereunder including, if such Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of the Securities Administrator). Notwithstanding the foregoing, if the Master Servicer has become the successor to such Servicer in accordance with this Section 7.02, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder. Any successor to such Servicer shall be an institution which is a Fannie Mae- and Freddie Mac approved seller/servicer in good standing, xxxxx hxx a net worth of xxxxx xf at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of such Servicer under Section 6.03 incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee and amounts paid to such Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor Servicer 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 such Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything to the contrary herein, for a period of 30 days following the date on which any Servicer receives a notice of termination or removal as a Servicer pursuant to Section 7.01(other than a termination or removal based upon the Event of Default listed as clause (a) or (f) in Section 7.01 above), such Servicer or its designee may appoint a successor Servicer that satisfies the eligibility criteria of a successor Servicer set forth in this Section 7.02, subject to the consent of the Depositor and the Master Servicer, which consent shall not be unreasonably withheld or delayed. The successor Servicer appointed by such Servicer or its designee must agree to act as successor Servicer no later than such 30-day period, fully effect the servicing transfer within 90 days following the notice of termination or removal of such Servicer as a Servicer, make all P&I Advances that are otherwise required to be made by such Servicer as of the date of such appointment, and reimburse any expenses that the Master Servicer may have incurred in connection with the termination or removal of the Servicer and the appointment of a successor Servicer to such Servicer. This 30-day period shall terminate immediately if any Servicer fails to make (or cause to be made) any P&I Advances and all payments under Section 7.01(a). In the event that a Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer (excluding set-up costs and other administrative expenses of the successor Servicer, in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund, or if the successor servicer fails to pay, the Securities Administrator pays such amounts from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the predecessor Servicer (except in the case where the Master Servicer in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a Servicer as servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as Servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to Section 3.13. Notwithstanding anything to the contrary set forth above, if, pursuant to Section 6.06, Litton assigns all of its right, title and interest in, to and under thxx Xxxeement to the Servicing Rights Pledgee or its designee, the Master Servicer hereby agrees that such party shall be appointed successor Servicer upon receipt of (i) a letter signed by Litton whereunder Litton shall resign as a Servicer under this Agreemenx, (xx) a letter sxxxxx by the Servicing Rights Pledgee or its designee, whereunder such party acknowledges such assignment and agrees to be the successor Servicer subject to the terms of this Agreement and (iii) confirmation from the Rating Agencies that such appointment will not cause any Rating Agency to withdraw or downgrade its then-current ratings of any Class of Certificates. In the event an Event of Default has occurred with respect to Litton, notwithstanding anything to the contrary above, the Master Servxxxx xnd the Depositor hereby agree that upon delivery to the Master Servicer by or on behalf of the Servicing Rights Pledgee of a letter signed by Litton within ten Business Days of the date on which the Master Servicex xxxx notice of such default, whereunder Litton shall resign as a Servicer under this Agreement, the Master Servxxxx xhall appoint the Servicing Rights Pledgee or its designee as successor Servicer, provided that at the time of appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above and the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement. If the Servicing Rights Pledgee fails to provide the Master Servicer with such letter, the Master Servicer shall appoint a successor Servicer in accordance with Section 7.02. Notwithstanding anything to the contrary above, Litton shall continue to perform all of the obligations of Servicer herxxxxxx until the Master Servicer appoints a successor Servicer. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section 7.02.

Master Servicer to Act; Appointment of Successor Servicer. On and after the time the Master Servicer gives, and a Servicer receives, a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 3.06 and subject to the rights of the Servicing Rights Pledgee3.06, be the successor to such 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 such Servicer by the terms and provisions hereof and applicable law, including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.01, as soon as practicable but in no event later than 90 days following the notice of termination or removal of the Servicer. As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that such Servicer would have been entitled to charge to the Collection Account if such Servicer had continued to act hereunder including, if such Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of the Securities Administrator). Notwithstanding the foregoing, if the Master Servicer has become the successor to such Servicer in accordance with this Section 7.02, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder. Any successor to such Servicer shall be an institution which is a Fannie Mae- and Freddie Mac Mac-approved seller/servicer in good standing, xxxxx hxx a net worth of xxxxx xf at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of such Servicer under Section 6.03 incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee and amounts paid to such Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor Servicer 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 such Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that a Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer (excluding set-up costs and other administrative expenses of the successor Servicer, in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund, or if the successor servicer fails to pay, the Securities Administrator pays such amounts from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the predecessor Servicer (except in the case where the Master Servicer in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a Servicer as servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as Servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to Section 3.13. Notwithstanding anything to the contrary set forth above, if, pursuant to Section 6.06, Litton assigns all of its right, title and interest in, to and under thxx Xxxeement to the Servicing Rights Pledgee or its designee, the Master Servicer hereby agrees that such party shall be appointed successor Servicer upon receipt of (i) a letter signed by Litton whereunder Litton shall resign as a Servicer under this Agreemenx, (xx) a letter sxxxxx by the Servicing Rights Pledgee or its designee, whereunder such party acknowledges such assignment and agrees to be the successor Servicer subject to the terms of this Agreement and (iii) confirmation from the Rating Agencies that such appointment will not cause any Rating Agency to withdraw or downgrade its then-current ratings of any Class of Certificates. In the event an Event of Default has occurred with respect to Litton, notwithstanding anything to the contrary above, the Master Servxxxx xnd the Depositor hereby agree that upon delivery to the Master Servicer by or on behalf of the Servicing Rights Pledgee of a letter signed by Litton within ten Business Days of the date on which the Master Servicex xxxx notice of such default, whereunder Litton shall resign as a Servicer under this Agreement, the Master Servxxxx xhall appoint the Servicing Rights Pledgee or its designee as successor Servicer, provided that at the time of appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above and the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement. If the Servicing Rights Pledgee fails to provide the Master Servicer with such letter, the Master Servicer shall appoint a successor Servicer in accordance with Section 7.02. Notwithstanding anything to the contrary above, Litton shall continue to perform all of the obligations of Servicer herxxxxxx until the Master Servicer appoints a successor Servicer. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section 7.02.

Master Servicer to Act; Appointment of Successor Servicer. On and after the time the Master Servicer gives, and a the Servicer receives, receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section Sections 3.06 and 7.03, and subject to the rights of the Servicing Rights PledgeeServicer and the Master Servicer to appoint a successor Servicer, be the successor to such the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall assume all of the obligations of the Servicer to make P&I Advances and Servicing Advances as successor Servicer and shall assume and be subject to all the other responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law, including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.01, law as soon as practicable but in no event later than 90 days following the of the notice of termination or removal of the ServicerServicer pursuant to Section 7.01. As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that such the Servicer would have been entitled to charge to the Collection Account if such the Servicer had continued to act hereunder including, if such the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of the Securities AdministratorMaster Servicer as provided herein). Notwithstanding the foregoing, if the Master Servicer has become the successor to such the Servicer in accordance with this Section 7.02, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. No such appointment of a successor to the Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such the Servicer shall be an institution which is a Fannie Mae- and Freddie Mac Mac-approved seller/servicer in good standing, xxxxx hxx has a net worth of xxxxx xf at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the terminated Servicer (other than liabilities of such the terminated Servicer under Section 6.03 incurred prior to termination of such the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to a the Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee and amounts paid to such the predecessor Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor Servicer 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 such the predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that a Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer (excluding set-up costs and other administrative expenses of the successor Servicer, in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund, or if the successor servicer fails to pay, the Securities Administrator pays such amounts from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the predecessor Servicer (except in the case where the Master Servicer in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a Servicer as servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as Servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to Section 3.13. Notwithstanding anything to the contrary set forth aboveherein, if, pursuant to Section 6.06, Litton assigns all for a period of its right, title and interest in, to and under thxx Xxxeement to the Servicing Rights Pledgee or its designee, the Master Servicer hereby agrees that such party shall be appointed successor Servicer upon receipt of (i) a letter signed by Litton whereunder Litton shall resign as a Servicer under this Agreemenx, (xx) a letter sxxxxx by the Servicing Rights Pledgee or its designee, whereunder such party acknowledges such assignment and agrees to be the successor Servicer subject to the terms of this Agreement and (iii) confirmation from the Rating Agencies that such appointment will not cause any Rating Agency to withdraw or downgrade its then-current ratings of any Class of Certificates. In the event an Event of Default has occurred with respect to Litton, notwithstanding anything to the contrary above, the Master Servxxxx xnd the Depositor hereby agree that upon delivery to the Master Servicer by or on behalf of the Servicing Rights Pledgee of a letter signed by Litton within ten Business Days of 30 days following the date on which the Master Servicex xxxx Servicer receives a notice of such default, whereunder Litton shall resign termination or removal as a Servicer under this Agreementpursuant to Section 7.01 (other than a termination or removal based upon the Event of Default listed as clause (a) or (h) in Section 7.01 above), the Master Servxxxx xhall appoint the Servicing Rights Pledgee Servicer or its designee as may appoint a successor Servicer, provided Servicer that at satisfies the time of appointment, the Servicing Rights Pledgee or such designee meets the requirements eligibility criteria of a successor Servicer set forth above and the Servicing Rights Pledgee or such designee agrees to be in this Section 7.02, subject to the terms consent of this Agreementthe Depositor and the Master Servicer, which consent shall not be unreasonably withheld or delayed. If The successor Servicer appointed by the Servicing Rights Pledgee fails Servicer or its designee must agree to provide act as successor Servicer no later than such 30-day period, fully effect the servicing transfer within 90 days following the notice of termination or removal of the Servicer as a Servicer, make all P&I Advances that are otherwise required to be made by the Servicer as of the date of such appointment, and reimburse any expenses that the Master Servicer may have incurred in connection with such letter, the Master Servicer shall appoint a successor Servicer in accordance with Section 7.02. Notwithstanding anything to the contrary above, Litton shall continue to perform all termination or removal of the obligations of Servicer herxxxxxx until and the Master Servicer appoints a successor Servicer. Any such successor Servicer shall be required to satisfy the requirements appointment of a successor Servicer to the Servicer. This 30-day period shall terminate immediately if the Servicer fails to make (or cause to be made) any P&I Advances and all payments under this Section 7.027.01(a).

Master Servicer to Act; Appointment of Successor Servicer. On and after the time the Master Servicer gives, and a the related Servicer receives, receives a notice of termination pursuant to Section 7.01, the Master Servicer shallServicer, or, in the case of SLS only, the Servicing Rights Pledgee pursuant to the last paragraph of Section 7.01, subject to and to the extent provided in Section Sections 3.06 and subject to 7.03, and the rights of the Servicing Rights PledgeeMaster Servicer, be shall appoint a successor servicer or become the successor to such the related Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein (including in the case of the Servicing Rights Pledgee, the SLS Successor Servicer) and shall as such successor servicer immediately assume all of the obligations of the related Servicer to make P&I Advances and Servicing Advances as successor servicer and shall assume and be subject to all the other responsibilities, duties and liabilities relating thereto placed on such the related Servicer by the terms and provisions hereof and applicable law, including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.01, law as soon as practicable but in no event later than 90 days following after the receipt by the related Servicer of the notice of termination or removal of the Servicerpursuant to Section 7.01. As compensation therefor, such successor servicer or the Master Servicer Servicer, as applicable, shall be entitled to all funds relating to the related Mortgage Loans that such the related Servicer would have been entitled to charge to the its Collection Account if such Servicer had continued to act hereunder including, if such the related Servicer was receiving the related Servicing Fee, the such Servicing Fee and the income on investments or gain related to the related Collection Account (in addition to income on investments or gain related to the Distribution Master Servicer Collection Account for the benefit of the Securities AdministratorMaster Servicer as provided herein). Notwithstanding the foregoing, if the Master Servicer has become the successor to such the related Servicer in accordance with this Section Sections 7.01 and 7.02, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of the Certificate Insurer (or if thePolicy is no longer outstanding in accordance with its terms, the Certificateholders entitled to a majority of the Voting Rights), appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the related Certificates by each Rating AgencyAgency (which, with respect to the Class A-1 Certificates, shall be without giving effect to the Policy), as the successor to such the related Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the related Servicer hereunder. Except for the appointment of an SLS Successor Servicer in accordance with Section 6.04(b), no such appointment of a successor to the related Servicer hereunder shall be effective until the Depositor and the Certificate Insurer shall have consented thereto. Any successor to such the related Servicer shall be an institution which is a Fannie Mae- Fxxxxx Mxx- and Freddie Mac Mac-approved seller/servicer in good standing, xxxxx hxx which has a net worth of at least $30,000,000, which is willing to service the related Mortgage Loans and which executes and delivers to the Depositor Depositor, the Trustee, the Certificate Insurer and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the terminated Servicer (other than liabilities of such the terminated Servicer under Section 6.03 incurred prior to termination of such the related Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the related Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegationdelegation (which, with respect to the Class A-1 Certificates, shall be without giving effect to the Policy). Pending appointment of a successor servicer to a the related Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor servicer out of payments on related Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the related Servicing Fee and amounts paid to such Servicer the predecessor servicer from investments. The Master Servicer and such successor servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor Servicer servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of such Servicer the predecessor servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that a the related Servicer is terminated pursuant to Section 7.01, such the terminated Servicer shall provide notices to the Mortgagors, transfer the related Servicing Files to a successor Servicer servicer and pay all of its own out-of-pocket costs and expenses at its own expenserelated to such obligations. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer (excluding set-up costs and other administrative expenses of shall be paid by the successor Servicer, servicer (in which case the successor Servicer servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund, Fund as Servicing Advances or if the successor servicer fails to pay, the Securities Administrator Master Servicer pays such amounts from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the predecessor Servicer servicer (except in the case where the Master Servicer in its role as successor Servicer servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer servicer and not by the predecessor Servicer's servicer’s actions or omissions), such costs shall be paid by the prior terminated successor servicer (in which case the successor servicer shall be entitled to reimbursement therefor from the Trust Fund as Servicing Advances or if the successor servicer fails to pay, the Master Servicer pays such amounts from the Trust Fund) promptly upon presentation of reasonable documentation of such costs. Any successor to a the related Servicer as servicer shall give notice to the Mortgagors of such change of Servicerservicer, in accordance with applicable federal and state law, and shall, during the term of its service as Servicerservicer, maintain in force the policy or policies that such the related Servicer is required to maintain pursuant to Section 3.13. Notwithstanding anything to the contrary set forth above, if, pursuant to Section 6.06, Litton assigns all of its right, title and interest in, to and under thxx Xxxeement to the Servicing Rights Pledgee or its designee, the Master Servicer hereby agrees that such party shall be appointed successor Servicer upon receipt of (i) a letter signed by Litton whereunder Litton shall resign as a Servicer under this Agreemenx, (xx) a letter sxxxxx by the Servicing Rights Pledgee or its designee, whereunder such party acknowledges such assignment and agrees to be the successor Servicer subject to the terms of this Agreement and (iii) confirmation from the Rating Agencies that such appointment will not cause any Rating Agency to withdraw or downgrade its then-current ratings of any Class of Certificates. In the event an Event of Default has occurred with respect to Litton, notwithstanding anything to the contrary above, the Master Servxxxx xnd the Depositor hereby agree that upon delivery to the Master Servicer by or on behalf of the Servicing Rights Pledgee of a letter signed by Litton within ten Business Days of the date on which the Master Servicex xxxx notice of such default, whereunder Litton shall resign as a Servicer under this Agreement, the Master Servxxxx xhall appoint the Servicing Rights Pledgee or its designee as successor Servicer, provided that at the time of appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above and the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement. If the Servicing Rights Pledgee fails to provide the Master Servicer with such letter, the Master Servicer shall appoint a successor Servicer in accordance with Section 7.02. Notwithstanding anything to the contrary above, Litton shall continue to perform all of the obligations of Servicer herxxxxxx until the Master Servicer appoints a successor Servicer. Any such successor Servicer servicer shall be required to satisfy the requirements of a successor Servicer servicer under this Section 7.02.

Master Servicer to Act; Appointment of Successor Servicer. On and after the time the Master Servicer gives, and a the Servicer receives, a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 3.06 and subject to the rights of the Servicing Rights Pledgee3.06, be the successor to such 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 such the Servicer by the terms and provisions hereof and applicable law, law including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.01, as soon as practicable but in no event later than 90 days following the notice of termination or removal of the Servicer. As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that such the Servicer would have been entitled to charge to the Collection Account if such the Servicer had continued to act hereunder including, if such the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of the Securities Administrator). Notwithstanding the foregoing, if the Master Servicer has become the successor to such the Servicer in accordance with this Section 7.02, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to such the Servicer shall be an institution which is a Fannie Mae- and Freddie Mac approved seller/servicer in good standing, xxxxx hxx a net worth of xxxxx xf at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of such the Servicer under Section 6.03 incurred prior to termination of such the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to a the Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee and amounts paid to such the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor Servicer 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 such the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that a the Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer (excluding set-up costs and other administrative expenses of the successor Servicer, in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund, or if the successor servicer fails to pay, the Securities Administrator pays such amounts from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the predecessor Servicer (except in the case where the Master Servicer in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as Servicer, maintain in force the policy or policies that such the Servicer is required to maintain pursuant to Section 3.13. Notwithstanding anything to the contrary set forth above, if, pursuant to Section 6.06, Litton assigns all of its right, title and interest in, to and under thxx Xxxeement to the Servicing Rights Pledgee or its designee, the Master Servicer hereby agrees that such party shall be appointed successor Servicer upon receipt of (i) a letter signed by Litton whereunder Litton shall resign as a Servicer under this Agreemenx, (xx) a letter sxxxxx by the Servicing Rights Pledgee or its designee, whereunder such party acknowledges such assignment and agrees to be the successor Servicer subject to the terms of this Agreement and (iii) confirmation from the Rating Agencies that such appointment will not cause any Rating Agency to withdraw or downgrade its then-current ratings of any Class of Certificates. In the event an Event of Default has occurred with respect to Litton, notwithstanding anything to the contrary above, the Master Servxxxx xnd the Depositor hereby agree that upon delivery to the Master Servicer by or on behalf of the Servicing Rights Pledgee of a letter signed by Litton within ten Business Days of the date on which the Master Servicex xxxx notice of such default, whereunder Litton shall resign as a Servicer under this Agreement, the Master Servxxxx xhall appoint the Servicing Rights Pledgee or its designee as successor Servicer, provided that at the time of appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above and the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement. If the Servicing Rights Pledgee fails to provide the Master Servicer with such letter, the Master Servicer shall appoint a successor Servicer in accordance with Section 7.02. Notwithstanding anything to the contrary above, Litton shall continue to perform all of the obligations of Servicer herxxxxxx until the Master Servicer appoints a successor Servicer. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section 7.02.

Master Servicer to Act; Appointment of Successor Servicer. On and after the time the Master Servicer gives, and a the Servicer receives, receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section Sections 3.06 and 7.03, and subject to the rights of the Servicing Rights PledgeeServicer and the Master Servicer to appoint a successor Servicer, be the successor to such the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall assume all of the obligations of the Servicer to make P&I Advances and Servicing Advances as successor Servicer and shall assume and be subject to all subjecx xx xxx the other responsibilities, duties and liabilities relating thereto placed on such the Servicer by the terms and provisions hereof and applicable law, including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.01, law as soon as practicable but in no event later than 90 days following the notice of termination or removal of the ServicerServicer pursuant to Section 7.01. As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that such the Servicer would have been entitled to charge to the Collection Account if such the Servicer had continued to act hereunder including, if such the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of the Securities AdministratorMaster Servicer as provided herein). Notwithstanding the foregoing, if the Master Servicer has become the successor to such the Servicer in accordance with this Section 7.02, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. No such appointment of a successor to the Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such the Servicer shall be an institution which is a Fannie Mae- and Freddie Mac Mac-approved seller/servicer in good standing, xxxxx hxx a net worth of at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the terminated Servicer (other than liabilities of such the terminated Servicer under Section 6.03 incurred prior to termination of such the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to a the Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee and amounts paid to such the predecessor Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor Servicer 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 such the predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that a Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer (excluding set-up costs and other administrative expenses of the successor Servicer, in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund, or if the successor servicer fails to pay, the Securities Administrator pays such amounts from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the predecessor Servicer (except in the case where the Master Servicer in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a Servicer as servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as Servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to Section 3.13. Notwithstanding anything to the contrary set forth aboveherein, if, pursuant to Section 6.06, Litton assigns all for a period of its right, title and interest in, to and under thxx Xxxeement to the Servicing Rights Pledgee or its designee, the Master Servicer hereby agrees that such party shall be appointed successor Servicer upon receipt of (i) a letter signed by Litton whereunder Litton shall resign as a Servicer under this Agreemenx, (xx) a letter sxxxxx by the Servicing Rights Pledgee or its designee, whereunder such party acknowledges such assignment and agrees to be the successor Servicer subject to the terms of this Agreement and (iii) confirmation from the Rating Agencies that such appointment will not cause any Rating Agency to withdraw or downgrade its then-current ratings of any Class of Certificates. In the event an Event of Default has occurred with respect to Litton, notwithstanding anything to the contrary above, the Master Servxxxx xnd the Depositor hereby agree that upon delivery to the Master Servicer by or on behalf of the Servicing Rights Pledgee of a letter signed by Litton within ten Business Days of 30 days following the date on which the Master Servicex xxxx Servicer receives a notice of such default, whereunder Litton shall resign termination or removal as a Servicer under this Agreementpursuant to Section 7.01(other than a termination or removal based upon the Event of Default listed as clause (a) or (h) in Section 7.01 above), the Master Servxxxx xhall appoint the Servicing Rights Pledgee Servicer or its designee as may appoint a successor Servicer, provided Servicer that at satisfies the time of appointment, the Servicing Rights Pledgee or such designee meets the requirements eligibility criteria of a successor Servicer set forth above and the Servicing Rights Pledgee or such designee agrees to be in this Section 7.02, subject to the terms consent of this Agreementthe Depositor and the Master Servicer, which consent shall not be unreasonably withheld or delayed. If The successor Servicer appointed by the Servicing Rights Pledgee fails Servicer or its designee must agree to provide act as successor Servicer no later than such 30-day period, fully effect the servicing transfer within 90 days following the notice of termination or removal of the Servicer as a Servicer, make all P&I Advances that are otherwise required to be made by the Servicer as of the date of such appointment, and reimburse any expenses that the Master Servicer may have incurred in connection with such letter, the Master Servicer shall appoint a successor Servicer in accordance with Section 7.02. Notwithstanding anything to the contrary above, Litton shall continue to perform all termination or removal of the obligations of Servicer herxxxxxx until and the Master Servicer appoints a successor Servicer. Any such successor Servicer shall be required to satisfy the requirements appointment of a successor Servicer to the Servicer. This 30-day period shall terminate immediately if the Servicer fails to make (or cause to be made) any P&I Advances and all payments under this Section 7.027.01(a).

Master Servicer to Act; Appointment of Successor Servicer. On and after the time the Master Servicer gives, and a the Servicer receives, a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to a transition period not to exceed 90 days for the transfer of actual servicing to the successor servicer, and subject to and to the extent provided in Section 3.06 and subject to the rights of the Servicing Rights Pledgee3.06, be the successor to such the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to the obligation to make P&I Advances and Servicing Advances pursuant to Section 4.01, whether or not this 90 day transition period has elapsed, and after such transition period, if any, all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions hereof and applicable law, including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.01, as soon as practicable but in no event later than 90 days following the notice of termination or removal of the Servicer. As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that such the Servicer would have been entitled to charge to the Collection Account if such the Servicer had continued to act hereunder including, if such the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of the Securities Administrator). Notwithstanding the foregoing, if the Master Servicer has become the successor to such the Servicer in accordance with this Section 7.02, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to such the Servicer shall be an institution which is a Fannie Mae- Mae and Freddie Mac approved seller/servicer in good standing, wxxxx xax x net xxxxx hxx a net worth of xf at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of such the Servicer under Section 6.03 incurred prior to termination of such the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to a the Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee and amounts paid to such the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor Servicer 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 such the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that a the Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer (excluding set-up costs and other administrative expenses of the successor Servicer, in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund, or if the successor servicer fails to pay, the Securities Administrator pays such amounts from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the predecessor Servicer (except in the case where the Master Servicer in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as Servicer, maintain in force the policy or policies that such the Servicer is required to maintain pursuant to Section 3.13. Notwithstanding anything to the contrary set forth above, if, pursuant to Section 6.06, Litton assigns all of its right, title and interest in, to and under thxx Xxxeement to the Servicing Rights Pledgee or its designee, the Master Servicer hereby agrees that such party shall be appointed successor Servicer upon receipt of (i) a letter signed by Litton whereunder Litton shall resign as a Servicer under this Agreemenx, (xx) a letter sxxxxx by the Servicing Rights Pledgee or its designee, whereunder such party acknowledges such assignment and agrees to be the successor Servicer subject to the terms of this Agreement and (iii) confirmation from the Rating Agencies that such appointment will not cause any Rating Agency to withdraw or downgrade its then-current ratings of any Class of Certificates. In the event an Event of Default has occurred with respect to Litton, notwithstanding anything to the contrary above, the Master Servxxxx xnd the Depositor hereby agree that upon delivery to the Master Servicer by or on behalf of the Servicing Rights Pledgee of a letter signed by Litton within ten Business Days of the date on which the Master Servicex xxxx notice of such default, whereunder Litton shall resign as a Servicer under this Agreement, the Master Servxxxx xhall appoint the Servicing Rights Pledgee or its designee as successor Servicer, provided that at the time of appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above and the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement. If the Servicing Rights Pledgee fails to provide the Master Servicer with such letter, the Master Servicer shall appoint a successor Servicer in accordance with Section 7.02. Notwithstanding anything to the contrary above, Litton shall continue to perform all of the obligations of Servicer herxxxxxx until the Master Servicer appoints a successor Servicer. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section 7.02.

Master Servicer to Act; Appointment of Successor Servicer. On and after the time the Master Servicer gives, and a Servicer receives, receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section Sections 3.06 and 7.03, and subject to the rights of the Servicing Rights PledgeeMaster Servicer to appoint a successor Servicer, be the successor to such Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall immediately assume all of the obligations of the applicable Servicer to make P&I Advances as successor Servicer and shall assume and be subject to all the other responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions hereof and applicable law, including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.01, law as soon as practicable but in no event later than 90 days following after the receipt by a Servicer of the notice of termination or removal of the Servicerpursuant to Section 7.01. As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that such Servicer would have been entitled to charge to the Collection Account if such Servicer had continued to act hereunder including, if such Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of the Securities AdministratorAdministrator as provided herein). Notwithstanding the foregoing, if the Master Servicer has become the successor to such Servicer in accordance with this Section 7.02, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder. No such appointment of a successor to such Servicer hereunder shall be effective until the Depositor shall have consented thereto. Any successor to such Servicer shall be an institution which is a Fannie Fxxxxx Mae- and Freddie Mac Fxxxxxx Mac-approved seller/servicer in good standing, xxxxx hxx standing and which has a net worth of at least $30,000,000, which is willing to service the Mortgage Loans and Loans, which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the terminated Servicer (other than liabilities of such the terminated Servicer under Section 6.03 incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee and amounts paid to such the predecessor Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor Servicer 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 such the predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Notwithstanding anything to the contrary herein, in the case of Ocwen only for a period of 30 days following the date on which Ocwen receives a notice of termination or removal as a Servicer pursuant to Section 7.01 (other than a termination or removal based upon the Event of Default listed as clause (a) or (f) in Section 7.01 above), Ocwen or its designee may appoint a successor Servicer that satisfies the eligibility criteria of a successor Servicer set forth in this Section 7.02, subject to the consent of the Depositor, which consent shall not be unreasonably withheld or delayed. The successor Servicer appointed by Ocwen or its designee must agree to act as successor Servicer no later than such 30-day period, fully effect the servicing transfer within 90 days following the notice of termination or removal of Ocwen as a Servicer, make all P&I Advances that are otherwise required to be made by Ocwen as of the date of such appointment, and reimburse any expenses that the Master Servicer may have incurred in connection with the termination or removal of Ocwen and the appointment of a successor Servicer to Ocwen. This 30-day period shall terminate immediately if Ocwen fails to make (or cause to be made) any P&I Advances and all payments under Section 7.01(a). In the event that a Servicer is terminated pursuant to Section 7.01, such the terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expenserelated to such obligations. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer (excluding set-up costs and other administrative expenses of shall be paid by the successor Servicer, Servicer (in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund, Fund or if the successor servicer Servicer fails to pay, the Securities Administrator pays such amounts from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the predecessor Servicer (except in the case where the Master Servicer in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer and not by the predecessor Servicer's ’s actions or omissions), such costs shall be paid by the prior terminated successor Servicer (in which case the successor Servicer shall be entitled to reimbursement therefor from the Trust Fund or if the successor Servicer fails to pay, the Securities Administrator pays such amounts from the Trust Fund) promptly upon presentation of reasonable documentation of such costs. Any successor to a Servicer as servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as Servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to Section 3.13. Notwithstanding anything to the contrary set forth above, if, pursuant to Section 6.06, Litton assigns all of its right, title and interest in, to and under thxx Xxxeement to the Servicing Rights Pledgee or its designee, the Master Servicer hereby agrees that such party shall be appointed successor Servicer upon receipt of (i) a letter signed by Litton whereunder Litton shall resign as a Servicer under this Agreemenx, (xx) a letter sxxxxx by the Servicing Rights Pledgee or its designee, whereunder such party acknowledges such assignment and agrees to be the successor Servicer subject to the terms of this Agreement and (iii) confirmation from the Rating Agencies that such appointment will not cause any Rating Agency to withdraw or downgrade its then-current ratings of any Class of Certificates. In the event an Event of Default has occurred with respect to Litton, notwithstanding anything to the contrary above, the Master Servxxxx xnd the Depositor hereby agree that upon delivery to the Master Servicer by or on behalf of the Servicing Rights Pledgee of a letter signed by Litton within ten Business Days of the date on which the Master Servicex xxxx notice of such default, whereunder Litton shall resign as a Servicer under this Agreement, the Master Servxxxx xhall appoint the Servicing Rights Pledgee or its designee as successor Servicer, provided that at the time of appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above and the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement. If the Servicing Rights Pledgee fails to provide the Master Servicer with such letter, the Master Servicer shall appoint a successor Servicer in accordance with Section 7.02. Notwithstanding anything to the contrary above, Litton shall continue to perform all of the obligations of Servicer herxxxxxx until the Master Servicer appoints a successor Servicer. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section 7.02.

Master Servicer to Act; Appointment of Successor Servicer. On and after (a) From the time the Master Servicer gives, and a Servicer receives, receives a notice of termination pursuant to Section 7.01termination, the Master Servicer shall, subject to and (or such other successor servicer as is acceptable to the extent provided in Section 3.06 and subject to the rights of the Servicing Rights Pledgee, NIMS Insurer) shall be the successor in all respects to such the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such and arising thereafter shall be assumed by the Master Servicer (except for any representations or warranties of the Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.05 (other than with respect to Section 2.05(x)) and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof and applicable lawhereof; provided, including however, the obligation Master Servicer shall immediately assume the Servicer’s obligations to make P&I Advances or Servicing Advances pursuant to Section 4.014.03; provided, as soon as practicable but in no event later than 90 days following further, however, that if the notice of termination Master Servicer is prohibited by law or removal of regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Master Servicer shall not be obligated to make Advances pursuant to Section 4.03; and provided further, that any failure to perform such duties or responsibilities caused by the Servicer’s failure to provide information required by Section 7.01(a) shall not be considered a default by the Master Servicer as successor to the Servicer hereunder. It is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Master Servicer shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans that such to which the Servicer would have been entitled to charge to the Collection Account if such Servicer it had continued to act hereunder including, if such Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of the Securities Administrator)hereunder. Notwithstanding the foregoing, if the Master Servicer has become the successor above and subject to such Servicer in accordance with this Section 7.027.02(b) below, the Master Servicer mayServicer, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant unable to Section 4.01 so act or if it is otherwise unable to so act, or, at prohibited by law from making advances regarding delinquent mortgage loans or if the written request Holders of Certificateholders Certificates entitled to a majority at least 51% of the Voting RightsRights or the NIMS Insurer so request in writing to the Trustee, appoint, promptly appoint or petition a court of competent jurisdiction to appoint, any an established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by acceptable to each Rating AgencyAgency and the NIMS Insurer and having a net worth of not less than $15,000,000, as the successor to such the Servicer hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder. Any successor to such Servicer shall be an institution which is a Fannie Mae- and Freddie Mac approved seller/servicer in good standing, xxxxx hxx a net worth of at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of such Servicer under Section 6.03 incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to a the Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 3.05, the Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the successor shall be entitled to receive compensation of such successor 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 it, the Depositor Master Servicer and such successor shall agree; provided, however, that no such compensation not to exceed the Servicing Fee). The appointment of a successor servicer shall be in excess not affect any liability of the Servicing Fee and amounts paid 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 NIMS 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 such Servicer from investmentsservicer 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. 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 such Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that a Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, all All reasonable Servicing Transfer Costs incurred by parties other than the terminated Servicer (excluding set-up costs and other administrative expenses of the successor Servicer, in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund, or if the successor servicer fails to pay, the Securities Administrator pays such amounts from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly predecessor servicer upon presentation of reasonable documentation of such costs. If the Master Servicer is the , and if such predecessor Servicer (except in the case where the Master Servicer servicer defaults in its role as successor Servicer is being terminated pursuant obligation to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer and not by the predecessor Servicer's actions or omissions)pay such costs, such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a Servicer as servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as Servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to Section 3.13. Notwithstanding anything to the contrary set forth above, if, pursuant to Section 6.06, Litton assigns all of its right, title and interest in, to and under thxx Xxxeement to the Servicing Rights Pledgee or its designee, the Master Servicer hereby agrees that such party (in which case the successor servicer or the Master Servicer, as applicable, shall be appointed successor Servicer upon receipt of (i) a letter signed by Litton whereunder Litton shall resign as a Servicer under this Agreemenx, (xx) a letter sxxxxx by the Servicing Rights Pledgee or its designee, whereunder such party acknowledges such assignment and agrees entitled to be the successor Servicer subject to the terms of this Agreement and (iii) confirmation reimbursement therefor from the Rating Agencies that such appointment will not cause any Rating Agency to withdraw or downgrade its then-current ratings of any Class of Certificates. In the event an Event of Default has occurred with respect to Litton, notwithstanding anything to the contrary above, the Master Servxxxx xnd the Depositor hereby agree that upon delivery to the Master Servicer by or on behalf assets of the Servicing Rights Pledgee of a letter signed by Litton within ten Business Days of the date on which the Master Servicex xxxx notice of such default, whereunder Litton shall resign as a Servicer under this Agreement, the Master Servxxxx xhall appoint the Servicing Rights Pledgee or its designee as successor Servicer, provided that at the time of appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above and the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement. If the Servicing Rights Pledgee fails to provide the Master Servicer with such letter, the Master Servicer shall appoint a successor Servicer in accordance with Section 7.02. Notwithstanding anything to the contrary above, Litton shall continue to perform all of the obligations of Servicer herxxxxxx until the Master Servicer appoints a successor Servicer. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section 7.02Trust Fund).

Master Servicer to Act; Appointment of Successor Servicer. On and after the time the Master Servicer gives, and a Servicer receives, a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 3.06 and subject to the rights of the Servicing Rights Pledgee, be the successor to such 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 such Servicer by the terms and provisions hereof and applicable law, including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.01, as soon as practicable but in no event later than 90 days following the notice of termination or removal of the Servicer. As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that such Servicer would have been entitled to charge to the Collection Account if such Servicer had continued to act hereunder including, if such Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of the Securities Administrator). Notwithstanding the foregoing, if the Master Servicer has become the successor to such Servicer in accordance with this Section 7.02, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder. Any successor to such Servicer shall be an institution which is a Fannie Mae- and Freddie Mac approved xxxxxvxx seller/servicer xxxxxxer in good standing, xxxxx hxx which has a net worth of at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer (other than liabilities of such Servicer under Section 6.03 incurred prior to termination of such Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to a Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee and amounts paid to such Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor Servicer 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 such Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that a Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer (excluding set-up costs and other administrative expenses of the successor Servicer, in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund, or if the successor servicer fails to pay, the Securities Administrator pays such amounts from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the predecessor Servicer (except in the case where the Master Servicer in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a Servicer as servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as Servicer, maintain in force the policy or policies that such Servicer is required to maintain pursuant to Section 3.13. Notwithstanding anything to the contrary set forth above, if, pursuant to Section 6.06, Litton assigns all of its rightrxxxx, title and interest in, to and under thxx Xxxeement this Agreement to the Servicing Rights Pledgee or its designee, the Master Servicer hereby agrees that such party shall be appointed successor Servicer upon receipt of (i) a letter signed by Litton whereunder Litton shall resign shxxx xxsign as a Servicer Sexxxxxx under this AgreemenxAgreement, (xxii) a letter sxxxxx signed by the Servicing Rights Pledgee or its designee, whereunder such party acknowledges such assignment and agrees to be the successor Servicer subject to the terms of this Agreement and (iii) confirmation from the Rating Agencies that such appointment will not cause any Rating Agency to withdraw or downgrade its then-current ratings of any Class of Certificates. In the event an Event of Default has occurred with respect to Litton, notwithstanding anything anyxxxxx to the contrary above, the Master Servxxxx xnd Servicer and the Depositor hereby agree that upon delivery to the Master Servicer by or on behalf of the Servicing Rights Pledgee of a letter signed by Litton within ten Business Days of Xxxx xf the date on which the Master Servicex xxxx Servicer sent notice of such default, whereunder Litton shall resign as a Servicer Sexxxxxx under this Agreement, the Master Servxxxx xhall Servicer shall appoint the Servicing Rights Pledgee or its designee as successor Servicer, provided that at the time of appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above and the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement. If the Servicing Rights Pledgee fails to provide the Master Servicer with such letter, the Master Servicer shall appoint a successor Servicer in accordance with Section 7.02. Notwithstanding anything to the contrary above, Litton shall continue to perform pexxxxx all of the obligations of Servicer herxxxxxx hereunder until the Master Servicer appoints a successor Servicer. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section 7.02.

Master Servicer to Act; Appointment of Successor Servicer. On and after the time the Master Servicer gives, and a the Servicer receives, a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 3.06 and subject to the rights of the Servicing Rights Pledgee, be the successor to such the Servicer (in its capacity as servicer under this Agreement 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 such the Servicer by the terms and provisions hereof and applicable law, including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.01, as soon as practicable but in no event later than 90 days following the notice of termination or removal of the Servicer. As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that such the Servicer would have been entitled to charge to the Collection Account if such the Servicer had continued to act hereunder including, if such the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of the Securities Administrator). Notwithstanding the foregoing, if the Master Servicer has become the successor to such the Servicer in accordance with this Section 7.02, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to such the Servicer shall be an institution which is a Fannie Mae- and Freddie Mac approved -approved seller/servicer in good standing, xxxxx hxx xxx a net worth xxxxx of at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of such the Servicer under Section 6.03 incurred prior to termination of such the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to a the Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee and amounts paid to such the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor Servicer 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 such the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that a the Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer (excluding set-up costs and other administrative expenses of the successor Servicer, in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund, or if the successor servicer fails to pay, the Securities Administrator pays such amounts from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the predecessor Servicer (except in the case where the Master Servicer in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as Servicer, maintain in force the policy or policies that such the Servicer is required to maintain pursuant to Section 3.13. Notwithstanding anything to the contrary set forth above, if, pursuant to Section 6.06, Litton assigns all of its right, title and interest in, to and under thxx Xxxeement to the Servicing Rights Pledgee or its designee, the Master Servicer hereby agrees that such party shall be appointed successor Servicer upon receipt of (i) a letter signed by Litton whereunder Litton shall resign as a Servicer under this Agreemenx, (xx) a letter sxxxxx by the Servicing Rights Pledgee or its designee, whereunder such party acknowledges such assignment and agrees to be the successor Servicer subject to the terms of this Agreement and (iii) confirmation from the Rating Agencies that such appointment will not cause any Rating Agency to withdraw or downgrade its then-current ratings of any Class of Certificates. In the event an Event of Default has occurred with respect to Litton, notwithstanding anything to the contrary above, the Master Servxxxx xnd the Depositor hereby agree that upon delivery to the Master Servicer by or on behalf of the Servicing Rights Pledgee of a letter signed by Litton within ten Business Days of the date on which the Master Servicex xxxx notice of such default, whereunder Litton shall resign as a Servicer under this Agreement, the Master Servxxxx xhall appoint the Servicing Rights Pledgee or its designee as successor Servicer, provided that at the time of appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above and the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement. If the Servicing Rights Pledgee fails to provide the Master Servicer with such letter, the Master Servicer shall appoint a successor Servicer in accordance with Section 7.02. Notwithstanding anything to the contrary above, Litton shall continue to perform all of the obligations of Servicer herxxxxxx until the Master Servicer appoints a successor Servicer. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section 7.02.

Master Servicer to Act; Appointment of Successor Servicer. On and after the time the Master Servicer gives, and a the Servicer receives, a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 3.06 and subject to the rights of the Servicing Rights Pledgee, be the successor to such the Servicer (in its capacity as servicer under this Agreement 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 such the Servicer by the terms and provisions hereof and applicable law, including the obligation to make P&I Advances or Servicing Advances pursuant to Section 4.01, as soon as practicable but in no event later than 90 days following the notice of termination or removal of the Servicer. As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that such the Servicer would have been entitled to charge to the Collection Account if such the Servicer had continued to act hereunder including, if such the Servicer was receiving the Servicing Fee, the Servicing Fee and the income on investments or gain related to the Collection Account (in addition to income on investments or gain related to the Distribution Account for the benefit of the Securities Administrator). Notwithstanding the foregoing, if the Master Servicer has become the successor to such the Servicer in accordance with this Section 7.02, the Master Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is otherwise unable to so act, or, at the written request of Certificateholders entitled to a majority of the Voting Rights, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, as the successor to such the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Servicer hereunder. Any successor to such the Servicer shall be an institution which is a Fannie Mae- and Freddie Mac approved seller/servicer in good standing, xxxxx hxx a net worth of xxxxx xf at least $30,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the Servicer (other than liabilities of such the Servicer under Section 6.03 incurred prior to termination of such the Servicer under Section 7.01), with like effect as if originally named as a party to this Agreement; provided, that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, as a result of such assignment and delegation. Pending appointment of a successor to a the Servicer hereunder, the Master Servicer, unless the Master Servicer is prohibited by law from so acting, shall, subject to Section 3.05, act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Fee and amounts paid to such the Servicer from investments. The Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor Servicer 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 such the Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. In the event that a the Servicer is terminated pursuant to Section 7.01, such terminated Servicer shall provide notices to the Mortgagors, transfer the Servicing Files to a successor Servicer and pay all of its own out-of-pocket costs and expenses at its own expense. In addition, all Servicing Transfer Costs incurred by parties other than the terminated Servicer (excluding set-up costs and other administrative expenses of the successor Servicer, in which case the successor Servicer shall pay for such costs and expenses but shall not be entitled to reimbursement therefor from the Trust Fund, or if the successor servicer fails to pay, the Securities Administrator pays such amounts from the Trust Fund), such an amount shall be paid by the terminated Servicer promptly upon presentation of reasonable documentation of such costs. If the Master Servicer is the predecessor Servicer (except in the case where the Master Servicer in its role as successor Servicer is being terminated pursuant to Section 7.01 by reason of an Event of Default caused solely by the Master Servicer as the successor Servicer and not by the predecessor Servicer's actions or omissions), such costs shall be paid by the prior terminated Servicer promptly upon presentation of reasonable documentation of such costs. Any successor to a the Servicer as servicer shall give notice to the Mortgagors of such change of Servicer, in accordance with applicable federal and state law, and shall, during the term of its service as Servicer, maintain in force the policy or policies that such the Servicer is required to maintain pursuant to Section 3.13. Notwithstanding anything to the contrary set forth above, if, pursuant to Section 6.06, Litton assigns all of its right, title and interest in, to and under thxx Xxxeement to the Servicing Rights Pledgee or its designee, the Master Servicer hereby agrees that such party shall be appointed successor Servicer upon receipt of (i) a letter signed by Litton whereunder Litton shall resign as a Servicer under this Agreemenx, (xx) a letter sxxxxx by the Servicing Rights Pledgee or its designee, whereunder such party acknowledges such assignment and agrees to be the successor Servicer subject to the terms of this Agreement and (iii) confirmation from the Rating Agencies that such appointment will not cause any Rating Agency to withdraw or downgrade its then-current ratings of any Class of Certificates. In the event an Event of Default has occurred with respect to Litton, notwithstanding anything to the contrary above, the Master Servxxxx xnd the Depositor hereby agree that upon delivery to the Master Servicer by or on behalf of the Servicing Rights Pledgee of a letter signed by Litton within ten Business Days of the date on which the Master Servicex xxxx notice of such default, whereunder Litton shall resign as a Servicer under this Agreement, the Master Servxxxx xhall appoint the Servicing Rights Pledgee or its designee as successor Servicer, provided that at the time of appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above and the Servicing Rights Pledgee or such designee agrees to be subject to the terms of this Agreement. If the Servicing Rights Pledgee fails to provide the Master Servicer with such letter, the Master Servicer shall appoint a successor Servicer in accordance with Section 7.02. Notwithstanding anything to the contrary above, Litton shall continue to perform all of the obligations of Servicer herxxxxxx until the Master Servicer appoints a successor Servicer. Any such successor Servicer shall be required to satisfy the requirements of a successor Servicer under this Section 7.02.