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

Master Servicer to Act; Appointment of Successor. On and after the time the Master Servicer or a Servicer receives a notice of termination pursuant to Section 8.01 hereof or resigns pursuant to Section 7.04 hereof, subject to the provisions of Section 3.04 hereof, the Trustee (in the case of the Master Servicer), the Master Servicer (in the case of a Servicer) shall be the successor in all respects to the Master Servicer or such Servicer, as applicable, in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer or such Servicer, as applicable, by the terms and provisions hereof; provided that the Trustee or the Master Servicer, as applicable, shall not be deemed to have made any representation or warranty as to any Mortgage Loan made by the Master Servicer or any Servicer, as applicable, and shall not effect any repurchases or substitutions of any Mortgage Loan; provided further, that it is understood and acknowledged by the parties hereto that there will be a full period of transition (not to exceed ninety (90) days) before the actual servicing functions of any Servicer can be fully transferred to Xxxxx Fargo as successor Servicer; provided further, that during such period of transition Xxxxx Fargo, as successor Servicer, shall continue to make all required Compensating Interest Payments and Advances. As compensation therefor, the Trustee or the Master Servicer, as applicable, shall be entitled to all funds relating to the Mortgage Loans that the Master Servicer or related Servicer (the “Replaced Servicer”) would have been entitled to charge to the related Collection Account if the Replaced Servicer had continued to act hereunder (except that the Replaced Servicer shall retain the right to be reimbursed for advances (including, without limitation, Advances and Servicing Advances) theretofore made by the Replaced Servicer with respect to which it would be entitled to be reimbursed as provided in Section 3.08 if it had not been so terminated or resigned). Notwithstanding the foregoing, if the Trustee or the Master Servicer, as applicable, has become the successor to a Replaced Servicer, in accordance with this Section 8.02, the Trustee or the Master Servicer, as applicable, may, if it shall be unwilling to so act, or shall, if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution, the appointment of which does not adversely affect the then current rating of the Certificates (without regard to the Policy), as the successor to the Master Servicer or a Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or such Servicer, as applicable, provided that such successor to the Master Servicer or the Servicer, as applicable, shall not be deemed to have made any representation or warranty as to any Mortgage Loan made by the Master Servicer or the related Servicer, as applicable. Pending appointment of a successor to the Master Servicer or a Servicer, as applicable, hereunder, the Trustee or the Master Servicer, as applicable, unless such party is prohibited by law from so acting, shall act in such capacity as provided herein. In connection with such appointment and assumption, the Trustee or the Master Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Replaced Servicer, hereunder. The Trustee or the Master Servicer, as applicable, and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither of the Trustee nor 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 caused by the failure of a Replaced Servicer to deliver, or any delay in delivering, cash, documents or records to it. A Replaced Servicer that has been terminated shall, at the request of the Trustee, the Trust Administrator or the Master Servicer, as applicable, but at the expense of such Replaced Servicer deliver to the assuming party all documents and records relating to the applicable Mortgage Loans and an accounting of amounts collected and held by it and otherwise use commercially reasonable efforts to effect the orderly and efficient transfer and assignment of such servicing, but only to the extent of the Mortgage Loans serviced thereunder, to the assuming party. Notwithstanding anything to the contrary contained herein, the termination of a Servicer under this Agreement shall not extend to any Sub-Servicer meeting the requirements of Section 3.02(a) and otherwise servicing the related Mortgage Loans in accordance with the servicing provisions of this Agreement. The Master Servicer and each Servicer shall cooperate with the Trustee and the Trust Administrator and any successor servicer in effecting the termination of a Replaced Servicer’s responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by such Servicer to the applicable Collection Account or thereafter received with respect to the Mortgage Loans. None of the Trustee, the Trust Administrator 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 caused by (a) the failure of the Master Servicer or any Servicer to (i) deliver, or any delay in delivering, cash, documents or records to it, or (ii) cooperate as required by this Agreement, or (b) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer or the related Servicer. Any successor to a Servicer as servicer 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 3.09(b) hereof. If a Servicer that has been terminated fails to pay all costs related to the transition of servicing to the successor Servicer, the successor Servicer shall be entitled to reimbursement of those amounts from the Trust. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee or Master Servicer if any of such parties is acting as successor Servicer, shall represent and warrant that it or its affiliate is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the related Mortgage Loans that are registered with MERS, or (ii) the Replaced Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the Replaced Servicer). The Replaced Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee, or the Custodian on its behalf, promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

Master Servicer to Act; Appointment of Successor. On and after the time the Master Servicer or a Servicer receives a notice of termination pursuant to Section 8.01 hereof or resigns 8.01, pursuant to Section 7.04 hereofthe M&T Servicing Agreement, subject to the provisions of Section 3.04 hereofGreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, the Trustee (in the case of the Master Servicer)as applicable, the Master Servicer (in the case of a Servicer) shall be become the successor in all respects to the Master such Servicer or such Servicer, as applicable, in its capacity as servicer under this Agreement and with respect to the transactions set forth or provided for herein or under the M&T Servicing Agreement or GreenPoint Servicing Agreement and the Trustee shall become the successor under the Xxxxx Fargo Servicing Agreement and after a transition period (not to exceed 90 days), shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master such Servicer or such Servicer, as applicable, by the terms and provisions hereof; provided that the Trustee hereof or the Master ServicerM&T Servicing Agreement, as applicable, shall not be deemed to have made any representation GreenPoint Servicing Agreement or warranty as to any Mortgage Loan made by the Master Servicer or any ServicerXxxxx Fargo Servicing Agreement, as applicable, and applicable law including the obligation to make Advances pursuant to Article VI hereof or pursuant to the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement hereof, except as otherwise provided herein; provided, however, that the Master Servicer’s or Trustee’s, as applicable, obligation to make Advances in its capacity as Successor Servicer shall not effect be subject to such 90 day transition period and the Master Servicer or the Trustee, as applicable, will make any repurchases or substitutions of any Mortgage Loan; provided further, that it is understood and acknowledged Advance required to be made by the parties hereto that there will be a full period terminated Servicer on the Distribution Date on which the terminated Servicer was required to make such Advance. Effective on the date of transition (not to exceed ninety (90) days) before the actual servicing functions such notice of any Servicer can be fully transferred to Xxxxx Fargo as successor Servicer; provided further, that during such period of transition Xxxxx Fargotermination, as successor Servicer, shall continue to make all required Compensating Interest Payments and Advances. As compensation therefor, the Trustee Master Servicer or the Master ServicerTrustee, as applicable, shall be entitled to all funds fees, costs and expenses relating to the related Mortgage Loans that the terminated Servicer would have been entitled to if it had continued to act hereunder or under the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, provided, however, that the Master Servicer or related the Trustee, as applicable, shall not be (i) liable for any acts or omissions of the terminated Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law or determines that such Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible for expenses of the terminated Servicer (the “Replaced Servicer”) would have been entitled pursuant to charge Section 2.03 or pursuant to the related Collection Account if the Replaced Servicer had continued M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, or (iv) obligated to act hereunder (except that the Replaced Servicer shall retain the right to be reimbursed for advances (including, without limitation, Advances and Servicing Advances) theretofore made deposit losses on any Permitted Investment directed by the Replaced Servicer with respect to which it would be entitled to be reimbursed as provided in Section 3.08 if it had not been so terminated or resigned)Servicer. Notwithstanding the foregoing, if the Trustee Master Servicer or the Master Servicer, as applicable, has become the successor to a Replaced Servicer, in accordance with this Section 8.02, the Trustee or the Master ServicerTrustee, as applicable, may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Article VI of this Agreement or pursuant to the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement or if it is otherwise unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution, institution the appointment of which does not adversely affect the then current rating of the Certificates (without regard to the Policy), by each Rating Agency as the successor to the Master terminated Servicer or a Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer hereunder or under the Master M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable. Any Successor Servicer shall (i) be an institution that is a Xxxxxx Mae and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth of at least $15,000,000 and (ii) be willing to act as successor servicer of the related Mortgage Loans under this Agreement or under the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, and shall have executed and delivered to the Depositor and the Trustee an agreement accepting such Servicerdelegation and assignment, that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the terminated Servicer (other than any liabilities of the terminated Servicer hereof incurred prior to termination of such Servicer under Section 8.01 of this Agreement or under the related Servicing Agreement, as applicable), with like effect as if originally named as a party to this Agreement or the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, provided that each Rating Agency shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such successor to assignment and delegation will not be qualified or reduced as a result of such assignment and delegation. If the Master Servicer or the ServicerTrustee assumes the duties and responsibilities of the terminated Servicer in accordance with this Section 8.02, the Master Servicer or the Trustee, as applicable, shall not be deemed to have made any representation or warranty resign as to any Mortgage Loan made by the Master servicer until a Successor Servicer or the related Servicer, as applicablehas been appointed and has accepted such appointment. Pending appointment of a successor to the terminated Servicer hereunder, the Master Servicer or a Servicer, as applicable, hereunder, the Trustee or the Master ServicerTrustee, as applicable, unless such party the Master Servicer or the Trustee, as applicable, is prohibited by law from so acting, shall act in such capacity as provided hereinhereinabove provided. In connection with such appointment and assumption, the Trustee Master Servicer or the Master ServicerTrustee, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the Replaced Servicerterminated Servicer hereunder or under the M&T Servicing Agreement, hereunderGreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement. The Trustee Master Servicer or the Master ServicerTrustee, as applicable, and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither of the Trustee nor the Master Servicer or the Trustee, as applicable, nor any other successor servicer 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 a Replaced the terminated Servicer to deliverdeliver or provide, or any delay in deliveringdelivering or providing, any cash, information, documents or records to it. A Replaced Servicer that has been terminated shall, at the request The costs and expenses of the Trustee, Master Servicer and/or the Trust Administrator or the Master Servicer, as applicable, but at the expense of such Replaced Servicer deliver to the assuming party all documents and records relating to the applicable Mortgage Loans and an accounting of amounts collected and held by it and otherwise use commercially reasonable efforts to effect the orderly and efficient transfer and assignment of such servicing, but only to the extent of the Mortgage Loans serviced thereunder, to the assuming party. Notwithstanding anything to the contrary contained herein, Trustee in connection with the termination of a Servicer under this Agreement shall not extend to any Sub-Servicer meeting the requirements of Section 3.02(a) and otherwise servicing the related Mortgage Loans in accordance with the servicing provisions of this Agreement. The Master Servicer and each Servicer shall cooperate with the Trustee and the Trust Administrator and any successor servicer in effecting the termination defaulting Servicer, appointment of a Replaced Servicer’s responsibilities and rights hereunderSuccessor Servicer and, including if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer to such successor for administration by it of all cash amounts which shall at servicing data and the time completion, correction or manipulation of such servicing data as may be credited by such Servicer to the applicable Collection Account or thereafter received with respect to the Mortgage Loans. None of the Trustee, the Trust Administrator 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 caused by (a) the failure of the Master Servicer or any Servicer to (i) deliver, or any delay in delivering, cash, documents or records to it, or (ii) cooperate as required by this Agreement, or (b) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer or the Trustee, as applicable, to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer or the Trustee, as applicable, or the Successor Servicer to service the related ServicerMortgage Loans properly and effectively, to the extent not paid by the terminated Servicer as may be required herein or under the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, shall be payable to the Master Servicer from the Distribution Account pursuant to Section 3.32. Any successor to a the terminated Servicer as successor servicer under this Agreement or the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of its service as successor servicer maintain in force the policy or policies that such the terminated Servicer is required to maintain pursuant to Section 3.09(b3.05(b) hereof. If a Servicer that has been terminated fails to pay all costs related or pursuant to the transition of servicing to the successor ServicerM&T Servicing Agreement, the successor Servicer shall be entitled to reimbursement of those amounts from the Trust. In connection with the termination GreenPoint Servicing Agreement or resignation of a Servicer hereunderXxxxx Fargo Servicing Agreement, either (i) the successor Servicer, including the Trustee or Master Servicer if any of such parties is acting as successor Servicer, shall represent and warrant that it or its affiliate is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the related Mortgage Loans that are registered with MERS, or (ii) the Replaced Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the Replaced Servicer). The Replaced Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee, or the Custodian on its behalf, promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedapplicable.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time the Master Servicer or a gives, and the applicable Servicer receives a notice of termination pursuant to Section 8.01 hereof or resigns pursuant to Section 7.04 hereof, subject to the provisions of Section 3.04 hereof, the Trustee (in the case of the Master Servicer)7.01, the Master Servicer (shall, subject to and to the extent provided in Section 7.03, and subject to the case rights of the Master Servicer to appoint a Servicer) shall successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Master Servicer or such Servicer, as applicable, in its capacity as servicer under this the applicable Servicing Agreement and with respect to the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer or such Servicer, as applicable, by the terms and provisions hereof; provided of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to such Servicing Agreement (it being understood and agreed that the Trustee or the Master Servicerif any Servicer fails to make an Advance, as applicable, shall not be deemed to have made any representation or warranty as to any Mortgage Loan made by the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or any Servicer, as applicable, and shall not effect any repurchases or substitutions of any Mortgage Loan; provided further, that it is understood and acknowledged by the parties hereto that there will be a full period of transition (not to exceed ninety (90) days) before the actual servicing functions of any Servicer can be fully transferred to Xxxxx Fargo as successor Servicer; provided further, that during such period of transition Xxxxx Fargo, as successor Servicer, shall continue to make all required Compensating Interest Payments and AdvancesNonrecoverable Servicing Advance). As compensation therefor, the Trustee or the Master Servicer, as applicable, Servicer shall be entitled to all funds relating to the Mortgage Loans that the Master Servicer or related Servicer (the “Replaced Servicer”) would have been entitled to charge to the related Collection Account if the Replaced Servicer had continued to act hereunder (except that under the Replaced Servicer shall retain the right to be reimbursed for advances (Servicing Agreement including, without limitation, Advances and if the Servicer was receiving the Servicing Advances) theretofore made by Fee at the Replaced Servicer Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to which it would be entitled the related Mortgage Loans) such Servicing Fee and the income on investments or gain related to be reimbursed as provided in Section 3.08 if it had not been so terminated or resigned)the Collection Account. Notwithstanding the foregoing, if the Trustee or the Master Servicer, as applicable, has become the successor to a Replaced Servicer, in accordance with this Section 8.02, the Trustee or the Master Servicer, as applicable, Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, 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, institution the appointment of which does not adversely affect the then current rating of the Certificates (without regard to the Policy)by each Rating Agency, as the successor to such Servicer under the Master Servicer or a Servicer, as applicable, hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a 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 Mae and Freddie Mac approved seller/servicer in good standing, which has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer or an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer incurred prior to termination of such Servicer under Section 7.01), with like effect as applicableif originally named as a party to this Agreement; provided, provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such successor to the Master Servicer assignment and delegation will not be qualified or the Servicerreduced, as applicable, shall not be deemed to have made any representation or warranty as to any Mortgage Loan made by the Master Servicer or the related Servicer, as applicablea result of such assignment and delegation. Pending appointment of a successor to the Master a Servicer or a Servicer, as applicable, hereunder, the Trustee or the Master Servicer, as applicable, unless such party the Master Servicer is prohibited by law from so acting, shall shall, subject to this Section 7.02, act in such capacity as provided hereinhereinabove provided. In connection with such appointment and assumption, the Trustee or the Master Servicer, as applicable, Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Replaced Servicer, hereunderServicing Fee Rate and amounts paid to the Servicer from investments. The Trustee or the Master Servicer, as applicable, Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither of the Trustee nor the Master Servicer nor any other successor servicer to a 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 a Replaced the predecessor Servicer to deliverdeliver or provide, or any delay in deliveringdelivering or providing, any cash, information, documents or records to it. A Replaced Any successor Servicer that has been terminated shall, at shall give notice to the request Mortgagors of the Trustee, the Trust Administrator or the Master such change of Servicer, as applicable, but at the expense of such Replaced Servicer deliver to the assuming party all documents and records relating to the applicable Mortgage Loans and an accounting of amounts collected and held by it and otherwise use commercially reasonable efforts to effect the orderly and efficient transfer and assignment of such servicing, but only to the extent of the Mortgage Loans serviced thereunder, to the assuming party. Notwithstanding anything to the contrary contained herein, the termination of a Servicer under this Agreement shall not extend to any Sub-Servicer meeting the requirements of Section 3.02(a) and otherwise servicing the related Mortgage Loans in accordance with the servicing provisions of this Agreement. The Master Servicer applicable federal and each Servicer shall cooperate with the Trustee state law, and the Trust Administrator and any successor servicer in effecting the termination of a Replaced Servicer’s responsibilities and rights hereundershall, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by such Servicer to the applicable Collection Account or thereafter received with respect to the Mortgage Loans. None of the Trustee, the Trust Administrator 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 caused by (a) the failure of the Master Servicer or any Servicer to (i) deliver, or any delay in delivering, cash, documents or records to it, or (ii) cooperate as required by this Agreement, or (b) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer or the related Servicer. Any successor to a Servicer as servicer shall during the term of its service as servicer servicer, maintain in force the policy or policies that such each Servicer is required to maintain pursuant to Section 3.09(b) hereofthe applicable Servicing Agreement. If Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer that has been terminated fails to pay all costs related to the transition of servicing to the successor Servicer, the successor Servicer shall be entitled to reimbursement of those amounts from the Trust. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee or Master Servicer if any of such parties is acting as successor Servicer, shall represent and warrant that it or its affiliate is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the related Mortgage Loans that are registered with MERS, or (ii) the Replaced Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the Replaced Servicer). The Replaced Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee, or the Custodian on its behalf, promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedwithout cause.

Master Servicer to Act; Appointment of Successor. On and Within 120 days after the time the Master Servicer or a gives, and the applicable Servicer receives a notice of termination pursuant to Section 8.01 hereof or resigns pursuant to Section 7.04 hereof, subject to the provisions of Section 3.04 hereof, the Trustee (in the case of the Master Servicer)7.01, the Master Servicer (shall, subject to and to the extent provided in Section 7.03, and subject to the case rights of the Master Servicer to appoint a Servicer) shall successor Servicer pursuant to this Section 7.02, be the successor in all respects to the Master Servicer or such Servicer, as applicable, in its capacity as servicer under this the applicable Servicing Agreement and with respect to the transactions set forth or provided for herein and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer or such Servicer, as applicable, by the terms and provisions hereof; provided of such Servicing Agreement and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to such Servicing Agreement (it being understood and agreed that the Trustee or the Master Servicerif any Servicer fails to make an Advance, as applicable, shall not be deemed to have made any representation or warranty as to any Mortgage Loan made by the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or any Servicer, as applicable, and shall not effect any repurchases or substitutions of any Mortgage Loan; provided further, that it is understood and acknowledged by the parties hereto that there will be a full period of transition (not to exceed ninety (90) days) before the actual servicing functions of any Servicer can be fully transferred to Xxxxx Fargo as successor Servicer; provided further, that during such period of transition Xxxxx Fargo, as successor Servicer, shall continue to make all required Compensating Interest Payments and AdvancesNonrecoverable Servicing Advance). As compensation therefor, the Trustee or the Master Servicer, as applicable, Servicer shall be entitled to all funds relating to the Mortgage Loans that the Master Servicer or related Servicer (the “Replaced Servicer”) would have been entitled to charge to the related Collection Account if the Replaced Servicer had continued to act hereunder (except that under the Replaced Servicer shall retain the right to be reimbursed for advances (Servicing Agreement including, without limitation, Advances and if the Servicer was receiving the Servicing Advances) theretofore made by Fee at the Replaced Servicer Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to which it would be entitled the related Mortgage Loans, respectively) such Servicing Fee and the income on investments or gain related to be reimbursed as provided in Section 3.08 if it had not been so terminated or resigned)the Collection Account. Notwithstanding the foregoing, if the Trustee or the Master Servicer, as applicable, has become the successor to a Replaced Servicer, in accordance with this Section 8.02, the Trustee or the Master Servicer, as applicable, Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited by applicable law from making Monthly Advances and Servicing Advances pursuant to the applicable Servicing Agreement, 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, institution the appointment of which does not adversely affect the then current rating of the Certificates (without regard to the Policy)by each Rating Agency, as the successor to such Servicer under the Master Servicer or a Servicer, as applicable, hereunder applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicer. No such appointment of a successor to a 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 Mae and Freddie Mac approved seller/servicer in good stanxxxx, wxxxh has a net worth of at least $25,000,000, which is willing to service the Mortgage Loans and which executes and delivers to the Depositor and the Master Servicer or an agreement accepting such delegation and assignment, containing an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such terminated Servicer, (other than liabilities of such terminated Servicer incurred prior to termination of such Servicer under Section 7.01), with like effect as applicableif originally named as a party to this Agreement; provided, provided that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such successor to the Master Servicer assignment and delegation will not be qualified or the Servicerreduced, as applicable, shall not be deemed to have made any representation or warranty as to any Mortgage Loan made by the Master Servicer or the related Servicer, as applicablea result of such assignment and delegation. Pending appointment of a successor to the Master a Servicer or a Servicer, as applicable, hereunder, the Trustee or the Master Servicer, as applicable, unless such party the Master Servicer is prohibited by law from so acting, shall shall, subject to this Section 7.02, act in such capacity as provided hereinhereinabove provided. In connection with such appointment and assumption, the Trustee or the Master Servicer, as applicable, Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it it, the Depositor and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Replaced Servicer, hereunderServicing Fee Rate and amounts paid to the Servicer from investments. The Trustee or the Master Servicer, as applicable, Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither of the Trustee nor the Master Servicer nor any other successor servicer to a 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 a Replaced the predecessor Servicer to deliverdeliver or provide, or any delay in deliveringdelivering or providing, any cash, information, documents or records to it. A Replaced Any successor Servicer that has been terminated shall, at shall give notice to the request Mortgagors of the Trustee, the Trust Administrator or the Master such change of Servicer, as applicable, but at the expense of such Replaced Servicer deliver to the assuming party all documents and records relating to the applicable Mortgage Loans and an accounting of amounts collected and held by it and otherwise use commercially reasonable efforts to effect the orderly and efficient transfer and assignment of such servicing, but only to the extent of the Mortgage Loans serviced thereunder, to the assuming party. Notwithstanding anything to the contrary contained herein, the termination of a Servicer under this Agreement shall not extend to any Sub-Servicer meeting the requirements of Section 3.02(a) and otherwise servicing the related Mortgage Loans in accordance with the servicing provisions of this Agreement. The Master Servicer applicable federal and each Servicer shall cooperate with the Trustee state law, and the Trust Administrator and any successor servicer in effecting the termination of a Replaced Servicer’s responsibilities and rights hereundershall, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by such Servicer to the applicable Collection Account or thereafter received with respect to the Mortgage Loans. None of the Trustee, the Trust Administrator 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 caused by (a) the failure of the Master Servicer or any Servicer to (i) deliver, or any delay in delivering, cash, documents or records to it, or (ii) cooperate as required by this Agreement, or (b) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer or the related Servicer. Any successor to a Servicer as servicer shall during the term of its service as servicer servicer, maintain in force the policy or policies that such each Servicer is required to maintain pursuant to Section 3.09(b) hereofthe applicable Servicing Agreement. If Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer that has been terminated fails to pay all costs related to the transition of servicing to the successor Servicer, the successor Servicer shall be entitled to reimbursement of those amounts from the Trust. In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer, including the Trustee or Master Servicer if any of such parties is acting as successor Servicer, shall represent and warrant that it or its affiliate is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the related Mortgage Loans that are registered with MERS, or (ii) the Replaced Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the Replaced Servicer). The Replaced Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee, or the Custodian on its behalf, promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recordedwithout cause.