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

Master Servicer to Act; Appointment of Successor. Within 120 days after the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and 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 Servicer by the terms and provisions 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 if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Group I Mortgage Loans and Group II Mortgage Loans, respectively) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, the Master 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 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 under the 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, xxxxh xxs a nxx xxxxh 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 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 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 this Section 7.02, 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 Rate and amounts paid to 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 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 the predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor 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 each Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. Within 120 days after the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and 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 Servicer by the terms and provisions 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 if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Group I Mortgage Loans and Group II Mortgage Loans, respectively,) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, the Master 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 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 under the 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 standingstandxxx, xxxxh xxs xhxxx has a nxx xxxxh 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 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 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 this Section 7.029.01, 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 Rate and amounts paid to 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 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 the predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor 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 each Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. Within 120 days after the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and 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 Servicer by the terms and provisions 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 if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Delinquency Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Group I Mortgage Loans and Group II Mortgage Loans, respectively) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, the Master 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 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 under the 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 Xxxxxx Xxx and Freddie Mac approved seller/servicer in good standing, xxxxh xxs which has a nxx xxxxh 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 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 if 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 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 this Section 7.02, 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 Rate and amounts paid to 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 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 the predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor 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 each Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. Within 120 days On and after the Master Servicer gives, and the applicable time a Servicer receives a notice of termination pursuant to Section 7.018.01, pursuant to the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be shall become the successor to the such Servicer in its capacity as servicer under the applicable Servicing Agreement and with respect to the transactions set forth or provided for herein and in such 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 such Servicer by the terms and provisions of such hereof or the M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, and applicable law including the obligation to make Monthly Advances or Servicing Advances pursuant to such Article VI hereof or pursuant to the M&T Servicing Agreement, GreenPoint Servicing Agreement (it being understood and agreed or Xxxxx Fargo Servicing Agreement hereof, except as otherwise provided herein; provided, however, that if any Servicer fails the Master Servicer’s or Trustee’s, as applicable, obligation to make an Advance, Advances in its capacity as Successor Servicer shall not be subject to such 90 day transition period and the Master Servicer shall do so unless a determination has been or the Trustee, as applicable, will make any Advance required to be made that by the terminated Servicer on the Distribution Date on which the terminated Servicer was required to make such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As Effective on the date of such notice of termination, as compensation therefor, the Master Servicer or the Trustee, 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 charge to the Collection Account if the Servicer it had continued to act hereunder or under the M&T Servicing Agreement, GreenPoint Servicing Agreement includingor Xxxxx Fargo Servicing Agreement, as applicable, provided, however, that the Master Servicer or 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 was receiving pursuant to Section 2.03 or pursuant to the M&T Servicing Fee at the Servicing Fee Rate set forth in the Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, or (as set forth in iv) obligated to deposit losses on any Permitted Investment directed by the Mortgage Loan Schedule with respect to the related Group I Mortgage Loans and Group II Mortgage Loans, respectively) such Servicing Fee and the income on investments or gain related to the Collection Accountterminated Servicer. Notwithstanding the foregoing, the Master Servicer or the Trustee, as applicable, 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 Article VI of this Agreement or pursuant to the applicable M&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo 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 the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to such the terminated Servicer under the 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 or under the Depositor shall have consented theretoM&T Servicing Agreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable. Any successor to such Successor Servicer shall (i) be an institution which that is a Fannie Xxxxxx Mae and Freddie Xxxxxxx Mac approved seller/servicer in good standing, xxxxh xxs that has a nxx xxxxh net worth of at least $25,000,000, which is 15,000,000 and (ii) be willing to service 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 which executes shall have executed and delivers delivered to the Depositor and the Master Servicer Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the terminated Servicer, Servicer (other than any liabilities of such the terminated Servicer hereof incurred prior to termination of such Servicer under Section 7.018.01 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; provided, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable, provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, reduced as a result of such assignment and delegation. If the Master Servicer or the Trustee 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 resign as servicer until a Successor Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the terminated Servicer hereunder, the Master ServicerServicer or the Trustee, as applicable, unless the Master Servicer or the Trustee, as applicable, is prohibited by law from so acting, shall, subject to this Section 7.02, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer or the Trustee, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it, the Depositor it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the terminated Servicer hereunder or under the M&T Servicing Fee Rate and amounts paid to the Servicer from investmentsAgreement, GreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement. The Master Servicer or the Trustee, as applicable, and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer or the Trustee, as applicable, nor any other successor to a Successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor terminated Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Master Servicer and/or the Trustee in connection with the termination of a defaulting Servicer, appointment of a Successor Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Master Servicer or the Trustee, as applicable, to correct any errors or insufficiencies in the servicing data or otherwise to enable the Master Servicer or the Trustee, as applicable, or the Successor Servicer to service the related Mortgage 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 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, in accordance with applicable federal and state law, servicer and shall, during the term of its service as servicer, successor servicer maintain in force the policy or policies that each the terminated Servicer is required to maintain pursuant to Section 3.05(b) or pursuant to the applicable M&T Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without causeGreenPoint Servicing Agreement or Xxxxx Fargo Servicing Agreement, as applicable.

Master Servicer to Act; Appointment of Successor. Within 120 days (a) On and after the Master Servicer gives, and the applicable time a Servicer receives a notice of termination pursuant to Section 7.01termination, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a or other successor Servicer pursuant to this Section 7.02, as appointed by the Trustee shall be the successor in all respects to the such Servicer in its capacity as servicer a Servicer under this Agreement or the applicable Servicing Agreement Agreement, as applicable, and the transactions set forth or provided for herein or therein, and in such Servicing Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on and arising thereafter shall be assumed by the Master Servicer or such successor Servicer (except for any representations or warranties of the related Servicer under this Agreement or the Servicing Agreement, as applicable, the responsibilities, duties and liabilities contained in Section 2.03 of this Agreement and the obligation to deposit amounts in respect of losses pursuant to Section 3.10(b) of this Agreement) by the terms and provisions of such Servicing Agreement and applicable law including hereof including, without limitation, the obligation related Servicer’s obligations to make Monthly Advances or Servicing P&I Advances pursuant to such Section 5.03 of this Agreement or pursuant to the Servicing Agreement (it being understood and agreed Agreement; provided that the Trustee shall be obligated to make P&I Advances in connection with the Xxxxx Fargo Mortgage Loans in the event Xxxxx Fargo is terminated as Servicer hereunder; provided, further, that if any Servicer fails to make an Advance, the Master Servicer or other successor servicer, is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Master Servicer or other successor servicer shall do so unless not be obligated to make P&I Advances pursuant to Section 5.03 of this Agreement or pursuant to the Servicing Agreement; and provided further, that any failure to perform such duties or responsibilities caused by the related Servicer’s failure to provide information required by Section 8.01 of this Agreement or under the Servicing Agreement shall not be considered a determination has been made default by the Master Servicer as successor to such Servicer hereunder; provided, however, that (1) it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 120 days) before the actual servicing functions can be fully transferred to the Master Servicer or any successor Servicer appointed in accordance with the following provisions and (2) any failure to perform such Advance would constitute duties or responsibilities caused by the related Servicer’s failure to provide information required by Section 8.01 of this Agreement or under the Servicing Agreement shall not be considered a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance)default by the Master Servicer as successor to such Servicer. As compensation therefor, the Master Servicer or other successor servicer, as applicable, shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans that to which the terminated Servicer would have been entitled to charge to the Collection Account if the Servicer it had continued to act hereunder or under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Group I Mortgage Loans and Group II Mortgage Loans, respectively) such Servicing Fee and the income on investments or gain related to the Collection AccountAgreement. Notwithstanding the foregoingabove and subject to the immediately following paragraph, the Master 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, act promptly appoint or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution a Person that satisfies the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, eligibility criteria set forth below as the successor to such the terminated Servicer under this Agreement or under the applicable Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of such Servicerthe related Servicer under this Agreement or under the Servicing Agreement. No such appointment Notwithstanding anything herein to the contrary, in no event shall the Trustee or the Master Servicer be liable for any Servicing Fee or for any differential in the amount of a the Servicing Fee paid hereunder or under the Servicing Agreement and the amount necessary to induce any successor Servicer to a act as successor Servicer hereunder shall be effective until under this Agreement or the Depositor shall have consented theretoServicing Agreement and the transactions set forth or provided for herein. Any successor to such Servicer shall appointed under this Agreement must (i) be an established mortgage loan servicing institution which that is a Fannie Mae Xxxxxx Xxx and Freddie Xxxxxxx Mac approved seller/servicer servicer, (ii) be approved by each Rating Agency by a written confirmation from each Rating Agency that the appointment of such successor Servicer would not result in good standing, xxxxh xxs a nxx xxxxh 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 an agreement accepting such delegation and assignment, containing an assumption by such Person reduction or withdrawal of the rightsthen current ratings of any outstanding Class of Certificates, powers, duties, (iii) have a net worth of not less than $25,000,000 and (iv) assume all the responsibilities, obligations and duties or liabilities of such terminated Servicer, the related Servicer (other than liabilities of such terminated the related Servicer hereunder incurred prior to termination of such the related Servicer under Section 7.01), with like effect 8.01 herein) under this Agreement 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 this Section 7.02, 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 Rate and amounts paid to 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 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 the predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor 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 each Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. Within 120 days after the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and 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 Servicer by the terms and provisions 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 if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Group I Mortgage Loans and Group II Mortgage Loans, respectively) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, the Master 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 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 under the 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, xxxxh xxs which has a nxx xxxxh 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 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 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 this Section 7.02, 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 Rate and amounts paid to 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 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 the predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor 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 each Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. Within 120 days after the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and 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 Servicer by the terms and provisions 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 if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (or, as set forth in the Mortgage Loan Schedule with respect to the related Group I Mortgage Loans and Group II Mortgage Loans, respectivelyas applicable) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, the Master 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 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 under the 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 Fxxxxx Mxx and Freddie Mac approved seller/servicer in good standingstanding and acceptable to the NIM Insurer in its reasonable discretion, xxxxh xxs which has a nxx xxxxh 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 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 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 this Section 7.02, 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 Rate and amounts paid to 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 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 the predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor 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 each Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. Within 120 days after the Master Servicer gives, and the applicable Servicer receives a notice of termination pursuant to Section 7.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and 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 Servicer by the terms and provisions 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 if any Servicer fails to make an Advance, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As compensation therefor, the Master Servicer shall be entitled to all funds relating to the Mortgage Loans that the Servicer would have been entitled to charge to the Collection Account if the Servicer had continued to act under the Servicing Agreement including, if the Servicer was receiving the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Group I Mortgage Loans and Group II Mortgage Loans, respectively) such Servicing Fee and the income on investments or gain related to the Collection Account. Notwithstanding the foregoing, the Master 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 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 under the 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 Xxxxxx Xxx and Freddie Mac approved seller/servicer in good standing, xxxxh xxs which has a nxx xxxxh 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 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 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 this Section 7.02, 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 Rate and amounts paid to 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 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 the predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. Any successor 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 each Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause.

Master Servicer to Act; Appointment of Successor. Within 120 days On and after the Master Servicer gives, and time the applicable Servicer receives a notice of termination pursuant to Section 7.018.01, the Master Servicer shall, subject to and to the extent provided in Section 7.03, and subject to the rights of the Master Servicer to appoint a successor Servicer pursuant to this Section 7.02, be Trustee shall become the successor to the Servicer in its capacity as servicer under the applicable Servicing Agreement and with respect to the transactions set forth or provided for herein and in such 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 Servicer by the terms and provisions of such the Servicing Agreement and applicable law including Agreement, including, the obligation to make Monthly Advances, except as otherwise provided herein; provided, however, that the Trustee’s obligation to make Advances or Servicing Advances pursuant in its capacity as Successor Servicer shall not be subject to such Servicing Agreement (it being understood 90 day transition period and agreed that if the Trustee will make any Advance required to be made by the terminated Servicer fails on the Distribution Date on which the terminated Servicer was required to make an such Advance. Effective on the date of such notice of termination, the Master Servicer shall do so unless a determination has been made that such Advance would constitute a Nonrecoverable Monthly Advance or a Nonrecoverable Servicing Advance). As as compensation therefor, the Master Servicer Trustee shall be entitled to all funds fees, costs and expenses relating to the Mortgage Loans that the terminated Servicer would have been entitled to charge to the Collection Account if the Servicer it had continued to act as Servicer under the Servicing Agreement includingAgreement, provided, however, that the Trustee 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 was receiving or (iv) obligated to deposit losses on any Permitted Investment directed by the Servicing Fee at the Servicing Fee Rate set forth in the Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect to the related Group I Mortgage Loans and Group II Mortgage Loans, respectively) such Servicing Fee and the income on investments or gain related to the Collection Accountterminated Servicer. Notwithstanding the foregoing, the Master Servicer Trustee 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, this 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 the appointment of which does not adversely affect the then current rating of the Certificates by each Rating Agency, Agency as the successor to such the Servicer under the 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 the Servicer hereunder shall be effective until under the Depositor shall have consented theretoServicing Agreement. Any successor to such Successor Servicer shall (i) be an institution which that is a Fannie Mae Xxxxxx Xxx and Freddie Xxxxxxx Mac approved seller/servicer in good standing, xxxxh xxs that has a nxx xxxxh net worth of at least $25,000,000, which is 15,000,000 and (ii) be willing to service act as Successor Servicer of the Mortgage Loans under the Servicing Agreement, and which executes shall have executed and delivers delivered to the Depositor and the Master Servicer Trustee an agreement accepting such delegation and assignment, containing that contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such the terminated Servicer, Servicer (other than any liabilities of such the terminated Servicer hereof incurred prior to termination of such the Servicer under Section 7.01the Servicing Agreement), with like effect as if originally named as a party to this the Servicing Agreement; provided, provided that each Rating Agency acknowledges shall have acknowledged in writing that its rating of the Certificates in effect immediately prior to such assignment and delegation will not be qualified or reduced, reduced as a result of such assignment and delegation. If the Trustee assumes the duties and responsibilities of the terminated Servicer in accordance with this Section 8.02, the Trustee shall not resign as Servicer until a Successor Servicer has been appointed and has accepted such appointment. Pending appointment of a successor to a the terminated Servicer hereunder, the Master ServicerTrustee, unless the Master Servicer Trustee is prohibited by law from so acting, shall, subject to this Section 7.02, shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it, the Depositor it and such successor shall agree; provided, however, provided that no such compensation shall be in excess of that permitted the terminated Servicer under the Servicing Fee Rate and amounts paid to the Servicer from investmentsAgreement. The Master Servicer Trustee and such successor shall take such action, consistent with this Agreement and the Servicing Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer Trustee nor any other successor to a Successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of the predecessor Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. The costs and expenses of the Trustee in connection with the termination of the Servicer, appointment of a Successor Servicer and, if applicable, any transfer of servicing, including, without limitation, all costs and expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee or the Successor Servicer to service the related Mortgage Loans properly and effectively, to the extent not paid by the terminated Servicer as may be required herein shall be payable to the Trustee from the Distribution Account pursuant to Section 3.31. Any successor to the terminated Servicer as Successor Servicer under the Servicing Agreement shall give notice to the applicable Mortgagors of such change of Servicer, in accordance with applicable federal and state law, the Servicer and shall, during the term of its service as servicer, Successor Servicer maintain in force the policy or policies that each the terminated Servicer is required to maintain pursuant to the applicable Servicing Agreement. Notwithstanding On and after the foregoing, time the Master Servicer receives a notice of termination, the Trustee shall be the successor in all respects to the Master Servicer (and, if applicable, the Securities Administrator) in its capacity as Master Servicer (and, if applicable, the Securities Administrator) under this Agreement and the transactions set forth or provided for herein, and all the responsibilities, duties and liabilities relating thereto and arising thereafter shall be assumed by the Trustee (except for any representations or warranties of the Master Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.3 and the obligation to deposit amounts in respect of losses pursuant to Section 3.22(c)) by the terms and provisions hereof. As compensation therefor, the Trustee shall be entitled to and all funds relating to the Loans, investment earnings on the Distribution Account and all other remuneration to which the Master Servicer would have been entitled if it had continued to act hereunder. Notwithstanding the above and subject to the immediately following paragraph, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans or if the Holders of Certificates evidencing, in aggregate, not less than 51% of the Certificate Principal Balance of the Certificates so request in writing promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to each Rating Agency and having a net worth of not less than $25,000,000, as the successor to the Master Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer under this Agreement. No appointment of a successor to the Master Servicer (and, if applicable, the Securities Administrator) under this Agreement shall be effective until the assumption by the successor of all of the Master Servicer’s (and, if applicable, the Securities Administrator’s) responsibilities, duties and liabilities hereunder. In connection with such appointment and assumption described herein, the Trustee may not terminate make such arrangements for the compensation of such successor out of payments on Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Master Servicer (and, if applicable, the Securities Administrator) as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the Master Servicer without cause(and, if applicable, the Securities Administrator) under this Agreement, the Trustee shall act in such capacity as hereinabove provided. The transition costs and expenses incurred by the Trustee in connection with the replacement of the Master Servicer (and, if applicable, the Securities Administrator) shall be reimbursed out of the Trust Fund.