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

Master Servicer to Act as Servicer; Appointment of Successor. (a) If the Master Servicer becomes aware of a Servicer Event of Default, the Master Servicer shall promptly notify the Depositor, the Seller and the Trustee. In each and every such case, so long as a Servicer Event of Default shall not have been remedied, in addition to whatever rights the Master Servicer or the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Master Servicer, by notice in writing to the Servicer, may terminate all the rights and obligations of such Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. (b) To the extent provided in the related Servicing Agreement: If a Servicer is terminated as provided herein, upon written request from the Depositor or the Master Servicer, such Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by the Master Servicer any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at such Servicer's sole expense. The applicable Servicer shall cooperate with the Master Servicer and such successor in effecting the termination of the 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 the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 110 (c) To the extent provided in the related Servicing Agreement: In connection with the foregoing, the Servicer being terminated shall bear all reasonable out-of-pocket costs of a servicing transfer, including but not limited to those of the Master Servicer, the Securities Administrator, the Trustee, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. If such amounts are not paid by (or required to be paid by) the terminated Servicer, they shall be paid from amounts held in the Distribution Account pursuant to Section 5.08(h) of this Agreement. (d) On and after the time any Servicer resigns or is terminated by the Master Servicer pursuant to this Section 5.08 or the terms of the applicable Servicing Agreement, the Master Servicer shall, subject to the rights of Lehman under the Servicing Agreement with Aurora, appoint a successor xxxxxxer pursuant to this Agreement, who shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions of this Agreement and applicable law. It is understood and acknowledged by the parties hereto and each Certificateholder that (i) Lehman is the owner of the servicing rights with respect to the Mortgxxx Xoans being serviced under the Servicing Agreement with Aurora Loan Services LLC, and, as such, has the right to appoint a successor Servicer under such Servicing Agreement under the circumstances specified therein, and (ii) the Master Servicer shall have no duty or obligation to appoint a successor servicer for Aurora Loan Services LLC (or any successor servicer appointed by Lehman pursuant to the provisions of such Servicing Agreement) durinx xxx 30-day period specified therein in which Lehman is entitled to appoint a successor servicer unless Lehman shxxx xxve notified the Master Servicer in writing that Lehmax xxxirmatively waives its right to appoint such successor servxxxx. (e) It is understood and acknowledged by the parties hereto and each Certificateholder that there will be a period of transition (not to exceed 90 days, or 120 days in the case of Aurora Loan Services LLC) before the actual servicing functions can be fully transferred to any successor servicer. (f) Any successor to any Servicer appointed pursuant to this Agreement or any Servicing Agreement shall be an institution that is a Fannie Mae-and Freddie Mac-approved servicer in good standing, has a xxx xxrth of at xxxxx $25,000,000 and is willing to service the Mortgage Loans and shall execute and deliver to the Depositor, the Trustee, the Securities Administrator and the Master Servicer an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer, with like effect as if originally named as a party to this Agreement; provided, further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation shall not be downgraded, withdrawn or qualified as a result of such assignment and delegation. (g) 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 and such successor shall agree, but not in excess of the Servicing Fee. The Depositor, the Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (h) To the extent that the costs and expenses of the Master Servicer related to any termination of a Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed (or required to be reimbursed) by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (i) The successor servicer will not assume liability for the representations and warranties of the Servicer that it replaces. (j) Any successor to any Servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as Servicer maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreement. (k) No successor servicer will be responsible for delays attributable to the applicable Servicer's failure to deliver information, defects in the information supplied by such Servicer or other circumstances beyond the control of the successor servicer. The successor servicer will make arrangements with the applicable Servicer for the prompt and safe transfer of, and such Servicer shall provide to the successor servicer, all necessary servicing files and records, including (as deemed necessary by the successor servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) mortgage loan payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to the successor servicer, reflecting all applicable mortgage loan information. The successor servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the successor servicer acting in accordance with information prepared or supplied by a Person other than the successor servicer or the failure of any such Person to prepare or provide such information. The successor servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the servicer, or for any inaccuracy or omission in a notice or communication received by the successor servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Mortgage Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Mortgage Loan.

Master Servicer to Act as Servicer; Appointment of Successor. (a) If the The Master Servicer becomes aware shall be entitled to terminate the rights and obligations of the Servicer, as applicable, upon the occurrence of a Servicer Event of Default; provided, however, that in the event of termination of the Servicer by the Master Servicer, the Master Servicer shall promptly notify provide for the Depositor, the Seller and the Trustee. In each and every such case, so long as a Servicer Event servicing of Default shall not have been remedied, in addition to whatever rights the Master Servicer or the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Master Servicer, by notice in writing to the Servicer, may terminate all the rights and obligations of such Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereofby a successor servicer as provided in this Section 6.12. (b) To The Master Servicer will provide written notice of the extent provided in Servicer’s termination to the related Servicer and the Servicing Agreement: If Rights Owner at least 15 Business Days prior to such termination becoming effective. Upon receipt of such notice, the Servicing Rights Owner may nominate a Servicer is terminated as provided herein, upon written request from the Depositor or successor servicer to the Master Servicer, such Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by . If the Master Servicer any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but does not limited reasonably object to the transfer and endorsement or assignment of the Mortgage Loans and related documentsproposed successor servicer, at such Servicer's sole expense. The applicable Servicer shall cooperate with the Master Servicer and shall appoint such proposed successor servicer as the successor servicer. If the Master Servicer does object to the proposed successor servicer, the Servicing Rights Owner may propose a second successor servicer. If the Master Servicer objects to the second proposed successor servicer, in effecting its sole discretion, it will appoint a successor servicer or assume the termination obligations of the 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 the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 110itself. (c) To the extent provided in the related Servicing Agreement: In connection with the foregoing, the Servicer being terminated shall bear all reasonable out-of-pocket costs of a servicing transfer, including but not limited to those of the Master Servicer, the Securities Administrator, the Trustee, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. If such amounts are not paid by (or required to be paid by) the terminated Servicer, they shall be paid from amounts held in the Distribution Account pursuant to Section 5.08(h) of this Agreement. (d) On and after the time any Servicer resigns or is terminated by the Master Servicer pursuant to this Section 5.08 or the terms of the applicable Servicing this Agreement, the Master Servicer shall, subject to the rights of Lehman under the Servicing Agreement with Aurora, either shall appoint a successor xxxxxxer servicer pursuant to this Agreement, who Agreement or shall assume the obligations of such Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions of this Agreement and applicable law. It ; provided, however, it is understood and acknowledged by the parties hereto and each Certificateholder that (i) Lehman is the owner of the servicing rights with respect to the Mortgxxx Xoans being serviced under the Servicing Agreement with Aurora Loan Services LLC, and, as such, has the right to appoint a successor Servicer under such Servicing Agreement under the circumstances specified therein, and (ii) the Master Servicer shall have no duty or obligation to appoint a successor servicer for Aurora Loan Services LLC (or any successor servicer appointed by Lehman pursuant to the provisions of such Servicing Agreement) durinx xxx 30-day period specified therein in which Lehman is entitled to appoint a successor servicer unless Lehman shxxx xxve notified the Master Servicer in writing that Lehmax xxxirmatively waives its right to appoint such successor servxxxx. (e) It is understood and acknowledged by the parties hereto and each Certificateholder that there will be a period of transition (not to exceed 90 days, or 120 days in the case of Aurora Loan Services LLC) before the actual servicing functions can be fully transferred to any such successor servicer. 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 related Collection Account if the Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Master Servicer has become the successor to the Servicer, the Master Servicer may, if it shall be unwilling to so act, 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 as the successor to the Servicer pursuant to this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer thereunder. (fd) Any successor to any the Servicer appointed pursuant to this Agreement or any Servicing Agreement shall be an institution that is a Fannie MaeXxxxxx Xxx-and Freddie Xxxxxxx Mac-approved servicer in good standing, has a xxx xxrth net worth of at xxxxx least $25,000,000 and is willing to service the Mortgage Loans and shall execute and deliver to the Depositor, the Indenture Trustee, the Securities Administrator and the Master Servicer an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer, with like effect as if originally named as a party to this Agreement; provided, provided further that each Rating Agency acknowledges that its rating of the Certificates Notes in effect immediately prior to such assignment and delegation shall not be downgraded, withdrawn or qualified as a result of such assignment and delegation. Pending the appointment of a successor to the terminated Servicer, the Master Servicer shall act in such capacity as hereinabove provided. (ge) 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 and such successor shall agree; provided, however, that no such compensation shall be in excess of the Servicing Rights Fee; provided, that, upon the appointment of a successor servicer, the Subservicing Fee Rate will be adjusted thereafter to reflect the compensation paid to such Servicer, but not in excess of the Servicing FeeRights Fee Rate. The Depositor, the Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any remittance or payment 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 resigning or replaced Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. (hf) So long as the Servicer is terminated upon the occurrence of a Servicer Event of Default as described in Section 5.8, upon written request from the Master Servicer, the Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by the Master Servicer any and all documents and other instruments, place in such successor’s possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Servicer’s sole expense. The Servicer shall cooperate with the Master Servicer and such successor in effecting the termination of the 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 the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. To the extent that the costs and expenses of the Master Servicer related to any termination of a Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a the Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed (or required to be reimbursed) by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Collection Account. The Servicer being terminated pursuant to Section 5.8 shall bear all reasonable out-of-pocket costs of a subservicing transfer, including but not limited to those of the Indenture Trustee, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. (ig) The successor servicer If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the Servicer Servicer, if any, that it replaces. (jh) Any successor to any the Servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as Servicer maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreement. (ki) No successor servicer will be responsible for delays attributable to the applicable Servicer's ’s failure to deliver information, defects in the information supplied by such the Servicer or other circumstances beyond the control of the successor servicer. The successor servicer will make arrangements with the applicable Servicer for the prompt and safe transfer of, and such the Servicer shall provide to the successor servicer, all necessary servicing files and records, including (as deemed necessary by the successor servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) mortgage loan payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to the successor servicer, reflecting all applicable mortgage loan information. The successor servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement Indenture if any such failure or delay results from the successor servicer acting in accordance with information prepared or supplied by a Person other than the successor servicer or the failure of any such Person to prepare or provide such information. The successor servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the servicer, or for any inaccuracy or omission in a notice or communication received by the successor servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Mortgage Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Mortgage Loan.

Master Servicer to Act as Servicer; Appointment of Successor. (a) If the Master Servicer becomes aware of a Servicer Event of Default, the Master Servicer shall promptly notify the Depositor, the Seller and the Trustee. In each and every such case, so long as a Servicer Event of Default shall not have been remedied, in addition to whatever rights the Master Servicer or the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Master Servicer, by notice in writing to the Servicer, may terminate all the rights and obligations of such Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereofthereof (except when Wells Fargo is such Servicer in which case the Trustee will take xxxx action). (b) To the extent provided in the related Servicing Agreement: If a Servicer is terminated as provided herein, upon written request from the Depositor or the Master Servicer, such Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by the Master Servicer any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or 129 assignment of the Mortgage Loans and related documents, at such Servicer's sole expense. The applicable Servicer shall cooperate with the Master Servicer and such successor in effecting the termination of the 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 the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 110. (c) To the extent provided in the related Servicing Agreement: In connection with the foregoing, the Servicer being terminated shall bear all reasonable out-of-pocket costs of a servicing transfer, including but not limited to those of the Master Servicer, the Securities Administrator, the Trustee, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. If such amounts are not paid by (or required to be paid by) the terminated Servicer, they shall be paid from amounts held in the Distribution Account pursuant to Section 5.08(h) of this Agreement. (d) On and after the time any Servicer resigns or is terminated by the Master Servicer pursuant to this Section 5.08 or the terms of the applicable Servicing Agreement, the Master Servicer shall, subject to the rights of Lehman under the Servicing Agreement with Aurora, shall appoint a successor xxxxxxer servicer pursuant to this Agreement, who shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions of this Agreement, the Servicing Agreement and applicable law. It is understood and acknowledged by the parties hereto and each Certificateholder that (i) Lehman is the owner of the servicing rights with respect to the Mortgxxx Xoans being serviced under the Servicing Agreement with Aurora Loan Services LLC, and, as such, has the right to appoint a successor Servicer under such Servicing Agreement under the circumstances specified therein, and (ii) the Master Servicer shall have no duty or obligation to appoint a successor servicer for Aurora Loan Services LLC (or any successor servicer appointed by Lehman pursuant to the provisions of such Servicing Agreement) durinx xxx 30-day period specified therein in which Lehman is entitled to appoint a successor servicer unless Lehman shxxx xxve notified the Master Servicer in writing that Lehmax xxxirmatively waives its right to appoint such successor servxxxx. (e) It is understood and acknowledged by the parties hereto and each Certificateholder that there will be a period of transition (not to exceed 90 days, or 120 days in the case of Aurora Loan Services LLC) before the actual servicing functions can be fully transferred to any successor servicer. (f) Any successor to any Servicer appointed pursuant to this Agreement or any Servicing Agreement shall be an institution that is a Fannie Mae-and Freddie Mac-approved servicer in good standing, has a xxx xxrth xoxxx of at ax xxxxx $25,000,000 and is willing to service the Mortgage Loans and shall execute and deliver to the Depositor, the Trustee, the Securities Administrator and the Master Servicer an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer, with like effect as if originally named as a party to this Agreement; provided, further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation shall not be downgraded, withdrawn or qualified as a result of such assignment and delegation. (g) 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 and such successor shall agree, but not in excess of the Servicing Fee. The Depositor, the Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (h) To the extent that the costs and expenses of the Master Servicer related to any termination of a Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a Servicer as a result of an event of default by such 130 Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed (or required to be reimbursed) by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (i) The successor servicer will not assume liability for the representations and warranties of the Servicer that it replaces. (j) Any successor to any Servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as Servicer maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreement. (k) No successor servicer will be responsible for delays attributable to the applicable Servicer's failure to deliver information, defects in the information supplied by such Servicer or other circumstances beyond the control of the successor servicer. The successor servicer will make arrangements with the applicable Servicer for the prompt and safe transfer of, and such Servicer shall provide to the successor servicer, all necessary servicing files and records, including (as deemed necessary by the successor servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) mortgage loan payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to the successor servicer, reflecting all applicable mortgage loan information. The successor servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the successor servicer acting in accordance with information prepared or supplied by a Person other than the successor servicer or the failure of any such Person to prepare or provide such information. The successor servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the servicer, or for any inaccuracy or omission in a notice or communication received by the successor servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Mortgage Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Mortgage Loan.

Master Servicer to Act as Servicer; Appointment of Successor. (a) If the Master Servicer becomes aware of a Servicer Event of Default, the Master Servicer shall promptly notify the Depositor, the Seller and the Trustee. In each and every such case, so long as a Servicer Event of Default shall not have been remedied, in addition to whatever rights the Master Servicer or the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Master Servicer, by notice in writing to the Servicer, may terminate all the rights and obligations of such Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. (b) To the extent provided in the related Servicing Agreement: If a Servicer is terminated as provided herein, upon written request from the Depositor or the Master Servicer, such Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by the Master Servicer any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at such Servicer's sole expense. The applicable Servicer shall cooperate with the Master Servicer and such successor in effecting the termination of the 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 the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 110 (c) To the extent provided in the related Servicing Agreement: In connection with the foregoing, the Servicer being terminated shall bear all reasonable out-of-pocket costs of a servicing transfer, including but not limited to those of the Master Servicer, the Securities Administrator, the Trustee, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. If such amounts are not paid by (or required to be paid by) the terminated Servicer, they shall be paid from amounts held in the Distribution Account pursuant to Section 5.08(h) of this Agreement. (d) On and after the time any Servicer resigns or is terminated by pursuant to the terms of this Agreement, the Depositor, with the consent of the Master Servicer pursuant to this Section 5.08 or the terms of the applicable Servicing Agreementprocedures below, the Master Servicer shall, subject to the rights of Lehman under the Servicing Agreement with Aurora, shall appoint a successor xxxxxxer servicer pursuant to this Agreement, who shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions of this Agreement and applicable law. (b) The Depositor may nominate a successor servicer to the Master Servicer by 6:00 P.M., ET, on the third Business Day following the Termination Notice Date. If the Master Servicer does not object to the proposed successor servicer by 6:00 P.M. New York City time on the fourth Business Day following the Termination Notice Date, then the Master Servicer shall appoint such proposed successor servicer as the successor servicer. If the Master Servicer delivers written notice to the Depositor that it does not consent to such proposed successor servicer, then the Depositor may nominate a successor servicer to the Master Servicer by 3:00 P.M., ET, on the sixth Business Day following the Termination Notice Date. If the Master Servicer does not object to the proposed successor servicer by 9:00 A.M., ET, on the seventh Business Day after the Termination Notice Date, then the Master Servicer shall appoint such proposed successor servicer as the successor servicer. If the Master Servicer delivers written notice to the Depositor that it does not consent to such proposed successor servicer, or the Depositor does not make a first or second proposal for a successor servicer, then the Master Servicer, in its sole discretion, will appoint a successor servicer (with the consent of the 91 Depositor, such consent not to be unreasonably withheld or delayed) or assume the obligations of the Servicer itself. Notwithstanding the foregoing, any appointment by the Depositor of the Master Servicer as the successor servicer shall not require the consent of the Depositor. (c) Notwithstanding any provision in this Agreement to the contrary, any right of the Depositor to appoint a successor servicer upon a Servicer Event of Default shall terminate if any amounts required to be remitted by the Servicer to the Securities Administrator (including any required Monthly Advances) have not been remitted to the Securities Administrator by the third Business Day prior to the related Distribution Date, in which event the Master Servicer will appoint a successor servicer or assume the obligations of the Servicer itself. It is understood and acknowledged by the parties hereto and each Certificateholder that (i) Lehman is the owner of the servicing rights with respect to the Mortgxxx Xoans being serviced under the Servicing Agreement with Aurora Loan Services LLC, and, as such, has the right to appoint a successor Servicer under such Servicing Agreement under the circumstances specified therein, and (ii) the Master Servicer shall have no duty or obligation to appoint a successor servicer for Aurora Loan Services LLC (or any successor servicer appointed by Lehman pursuant to the provisions of such Servicing Agreement) durinx xxx 30-day period specified therein in which Lehman is entitled to appoint a successor servicer unless Lehman shxxx xxve notified the Master Servicer in writing that Lehmax xxxirmatively waives its right to appoint such successor servxxxx. (e) It is understood and acknowledged by the parties hereto and each Certificateholder that there will be a period of transition (not to exceed 90 days, or 120 days in the case of Aurora Loan Services LLC) before the actual servicing functions can be fully transferred to any successor servicer. (fd) Any successor to any the Servicer appointed pursuant to this Agreement or any Servicing Agreement shall be an institution that is a Fannie Xxxxxx Mae-and Freddie Xxxxxxx Mac-approved servicer in good standing, has a xxx xxrth net worth of at xxxxx least $25,000,000 and is willing to service the Mortgage Loans and shall execute and deliver to the Depositor, the Trustee, the Securities Administrator and the Master Servicer an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer, with like effect as if originally named as a party to this Agreement; provided, further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation shall not be downgraded, withdrawn or qualified as a result of such assignment and delegation. (ge) In connection with such appointment and assumption, the Master Servicer Depositor may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree, but not in excess of the Servicing Fee. The Depositor, the Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (hf) To the extent that the costs and expenses of the Master Servicer related to any termination of a Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a the Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed (or required to be reimbursed) by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (ig) The successor servicer will not assume liability for the representations and warranties of the Servicer that it replaces. (jh) Any successor to any the Servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as Servicer maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreement. (ki) No successor servicer will be responsible for delays attributable to the applicable Servicer's failure to deliver information, defects in the information supplied by such the Servicer or other circumstances beyond the control of the successor servicer. The successor servicer will make arrangements with the applicable Servicer for the prompt and safe transfer of, and such the Servicer shall provide to the successor servicer, all necessary servicing files and records, including (as deemed necessary by the successor servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) mortgage loan payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to the successor servicer, reflecting all applicable mortgage loan information. The successor servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the successor servicer acting in accordance with information prepared or supplied by a Person other than the successor servicer or the failure of any such Person to prepare or provide such information. The successor servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the servicer, or for any inaccuracy or omission in a notice or communication received by the successor servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Mortgage Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Mortgage Loan.

Master Servicer to Act as Servicer; Appointment of Successor. (a) If the The Master Servicer becomes aware may (with the consent of the Note Insurer), and if so directed by the Note Insurer shall, terminate the rights and obligations of the Servicer, as applicable, upon the occurrence of a Servicer Event of Default, the Master Servicer shall promptly notify the Depositor, the Seller and the Trustee. In each and every such case, so long as a Servicer Event of Default shall not have been remedied, in addition to whatever rights the Master Servicer or the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Master Servicer, by notice in writing to the Servicer, may terminate all the rights and obligations of such Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. (b) To the extent provided in the related Servicing Agreement: If a Servicer is terminated as provided herein, upon written request from the Depositor or the Master Servicer, such Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by the Master Servicer any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at such Servicer's sole expense. The applicable Servicer shall cooperate with the Master Servicer and such successor in effecting the termination of the 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 the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 110 (c) To the extent provided in the related Servicing Agreement: In connection with the foregoing, the Servicer being terminated shall bear all reasonable out-of-pocket costs of a servicing transfer, including but not limited to those of the Master Servicer, the Securities Administrator, the Trustee, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. If such amounts are not paid by (or required to be paid by) the terminated Servicer, they shall be paid from amounts held in the Distribution Account pursuant to Section 5.08(h) of this Agreement. (d) On and after the time any Servicer resigns or is terminated by the Master Servicer pursuant to this Section 5.08 or the terms of the applicable Servicing this Agreement, the Master Servicer shall, subject to Section 6.9(c), the rights Depositor, with the consent of Lehman under the Servicing Agreement with AuroraNote Insurer and the Master Servicer, shall appoint a successor xxxxxxer servicer pursuant to this Agreement, who shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions of this Agreement and applicable law. (c) Upon receiving the consent or direction of the Note Insurer pursuant to Section 6.9(a), the Master Servicer will provide written notice of the Servicer’s termination upon a Servicer Event of Default to the Servicer, the Note Insurer and the Depositor. Except with respect to a Servicer Event of Default under Section 5.11(a), in which case such notice will be immediately effective, the termination of the Servicer shall not become effective until at least ten Business Days following the Termination Notice Date. The “Termination Notice Date” is the date such notice of termination is provided by the Master Servicer to the Servicer, the Note Insurer and the Depositor. Following receipt of such notice, the Depositor may nominate a successor servicer to the Master Servicer and the Note Insurer by 6:00 p.m. New York City time on the third Business Day following the Termination Notice Date. If (i) the Master Servicer has not received a written notice from the Note Insurer that the Note Insurer does not consent to the proposed servicer, or (ii) the Master Servicer does not object to the proposed successor servicer, each by 6:00 p.m. New York City time on the fourth Business Day after the Termination Notice Date, then the Master Servicer shall appoint such proposed successor servicer as the successor servicer. If the Depositor does not submit a proposed successor servicer by 6:00 p.m. New York City time on the third Business Day following the Termination Notice Date, then the Depositor may submit another proposal in accordance with the following paragraph. If (i) the Note Insurer delivers written notice to the Master Servicer and the Depositor that the Note Insurer does not consent to the first potential successor servicer proposed by the Depositor, or (ii) the Master Servicer delivers written notice to the Note Insurer and the Depositor that it does not consent to such proposed successor servicer, then the Depositor may nominate a successor servicer to the Master Servicer and the Note Insurer by 3:00 p.m. New York City time on the sixth Business Day following the Termination Notice Date. If (i) the Master Servicer has not received a written notice from the Note Insurer that the Note Insurer does not consent to the proposed servicer, or (ii) the Master Servicer does not object to the proposed successor servicer, each by 9:00 a.m. New York City time on the seventh Business Day after the Termination Notice Date, then the Master Servicer shall appoint such proposed successor servicer as the successor servicer. If (i) the Note Insurer delivers written notice to the Master Servicer and the Depositor that the Note Insurer does not consent to the second potential successor servicer proposed by the Depositor, (ii) the Master Servicer delivers written notice to the Note Insurer and the Depositor that it does not consent to such proposed successor servicer, or (iii) the Depositor does not make any second proposal for a successor servicer, then the Master Servicer, in its sole discretion, will appoint a successor servicer (with the consent of the Depositor, such consent not to be unreasonably withheld or delayed, and the Note Insurer) or assume the obligations of the Servicer itself. Notwithstanding the foregoing, any appointment by the Depositor of the Master Servicer as the successor servicer shall not require the consent of the Depositor or the Note Insurer. In addition to the foregoing provisions relating to the appointment of a successor servicer by the Servicer upon a Servicer Event of Default, the Depositor also may appoint a successor servicer (with the consent of the Note Insurer) in connection with the resignation of the Servicer pursuant to Section 5.8 or the termination of the Servicer without cause pursuant to Section 5.10. Notwithstanding any provision in this Agreement to the contrary, any right of the Depositor to appoint a successor servicer upon a Servicer Event of Default pursuant to this Section 6.9 shall terminate if any amounts required to be remitted by the Servicer to the Securities Administrator (including any required Monthly Advances) have not been remitted to the Securities Administrator by the 3rd Business Day prior to the related Payment Date, in which event the Master Servicer shall appoint a successor servicer (with the consent of the Note Insurer) or assume the obligations of the Servicer itself. It is understood and acknowledged by the parties hereto and each Certificateholder that (i) Lehman is the owner of the servicing rights with respect to the Mortgxxx Xoans being serviced under the Servicing Agreement with Aurora Loan Services LLC, and, as such, has the right to appoint a successor Servicer under such Servicing Agreement under the circumstances specified therein, and (ii) the Master Servicer shall have no duty or obligation to appoint a successor servicer for Aurora Loan Services LLC (or any successor servicer appointed by Lehman pursuant to the provisions of such Servicing Agreement) durinx xxx 30-day period specified therein in which Lehman is entitled to appoint a successor servicer unless Lehman shxxx xxve notified the Master Servicer in writing that Lehmax xxxirmatively waives its right to appoint such successor servxxxx. (e) It is understood and acknowledged by the parties hereto and each Certificateholder that there will be a period of transition (not to exceed 90 days, or 120 days in the case of Aurora Loan Services LLC) before the actual servicing functions can be fully transferred to any successor servicer. (fd) Any successor to any the Servicer appointed pursuant to this Agreement or any Servicing Agreement shall be an institution that is a Fannie MaeFxxxxx Mxx-and Freddie Fxxxxxx Mac-approved servicer in good standing, has a xxx xxrth net worth of at xxxxx least $25,000,000 and is willing to service the Mortgage Loans and shall execute and deliver to the Depositor, the TrusteeIndenture Trustee for the benefit of the Noteholders and the Note Insurer, the Securities Administrator and the Master Servicer an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer, with like effect as if originally named as a party to this Agreement; provided, further that each Rating Agency acknowledges that its rating of the Certificates Notes (without regard to the Note Insurance Policy) in effect immediately prior to such assignment and delegation shall not be downgraded, withdrawn or qualified as a result of such assignment and delegation. (ge) In connection with such appointment and assumption, the Master Servicer Depositor may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it it, the Note Insurer and such successor shall agree; provided, but however, that if the Master Servicer becomes the successor servicer hereunder or is obligated to itself appoint the successor servicer, then the successor servicer shall be entitled to the then-existing market fee, which fee shall not exceed 0.50% per annum (and which minimum rate in excess no event shall be less than 0.25% per annum) for each Mortgage Loan having a fixed rate of the Servicing Feeinterest or 0.375% per annum for each Mortgage Loan having an adjustable interest rate. The Depositor, the Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Neither the Master Servicer nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any remittance or payment 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 resigning or replaced Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. (hf) So long as the Servicer is terminated upon the occurrence of a Servicer Event of Default as described in Section 5.11, upon written request from the Depositor or the Master Servicer, the Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by the Master Servicer any and all documents and other instruments, place in such successor’s possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Servicer’s sole expense. The Servicer shall cooperate with the Master Servicer and such successor in effecting the termination of the 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 the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. To the extent that the costs and expenses of the Master Servicer related to any termination of a Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a the Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed (or required to be reimbursed) by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Payment Account. The Servicer being terminated pursuant to Section 5.11 shall bear all reasonable out-of-pocket costs of a servicing transfer, including but not limited to those of the Indenture Trustee, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. (ig) The successor servicer will not assume liability for the representations and warranties of the Servicer that it replaces. (jh) Any successor to any the Servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as Servicer maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreement. (ki) No successor servicer will be responsible for delays attributable to the applicable Servicer's ’s failure to deliver information, defects in the information supplied by such the Servicer or other circumstances beyond the control of the successor servicer. The successor servicer will make arrangements with the applicable Servicer for the prompt and safe transfer of, and such the Servicer shall provide to the successor servicer, all necessary servicing files and records, including (as deemed necessary by the successor servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) mortgage loan payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to the successor servicer, reflecting all applicable mortgage loan information. The successor servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement Indenture if any such failure or delay results from the successor servicer acting in accordance with information prepared or supplied by a Person other than the successor servicer or the failure of any such Person to prepare or provide such information. The successor servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the servicer, or for any inaccuracy or omission in a notice or communication received by the successor servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Mortgage Mortagage Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Mortgage Loan.

Master Servicer to Act as Servicer; Appointment of Successor. (a) If the Master Servicer becomes aware of a Servicer Event of Default, the Master Servicer shall promptly notify the Depositor, the Seller and the Trustee. In each and every such case, so long as a Servicer Event of Default shall not have been remedied, in addition to whatever rights the Master Servicer or the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Master Servicer, by notice in writing to the Servicer, may terminate all the rights and obligations of such Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. (b) To the extent provided in the related Servicing Agreement: If a Servicer is terminated as provided herein, upon written request from the Depositor or the Master Servicer, such Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by the Master Servicer any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at such Servicer's sole expense. The applicable Servicer shall cooperate with the Master Servicer and such successor in effecting the termination of the 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 the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 110. (c) To the extent provided in the related Servicing Agreement: In connection with the foregoing, the Servicer being terminated shall bear all reasonable out-of-pocket costs of a servicing transfer, including but not limited to those of the Master Servicer, the Securities Administrator, the Trustee, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. If such amounts are not paid by (or required to be paid by) the terminated Servicer, they shall be paid from amounts held in the Distribution Account pursuant to Section 5.08(h) of this Agreement. (d) On and after the time any Servicer resigns or is terminated by the Master Servicer pursuant to this Section 5.08 or the terms of the applicable Servicing Agreement, the Master Servicer shall, subject to the rights of Lehman under the Servicing Agreement with Aurora, shall appoint a successor xxxxxxer servicer pursuant to this Agreement, who shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions of this Agreement and applicable law. It is understood and acknowledged by the parties hereto and each Certificateholder that (i) Lehman is the owner of the servicing rights with respect to the Mortgxxx Xoans being serviced under the Servicing Agreement with Aurora Loan Services LLC, and, as such, has the right to appoint a successor Servicer under such Servicing Agreement under the circumstances specified therein, and (ii) the Master Servicer shall have no duty or obligation to appoint a successor servicer for Aurora Loan Services LLC (or any successor servicer appointed by Lehman pursuant to the provisions of such Servicing Agreement) durinx xxx 30-day period specified therein in which Lehman is entitled to appoint a successor servicer unless Lehman shxxx xxve notified the Master Servicer in writing that Lehmax xxxirmatively waives its right to appoint such successor servxxxx. (e) It is understood and acknowledged by the parties hereto and each Certificateholder that there will be a period of transition (not to exceed 90 days, or 120 days in the case of Aurora Loan Services LLC) before the actual servicing functions can be fully transferred to any successor servicer. (f) Any successor to any Servicer appointed pursuant to this Agreement or any Servicing Agreement shall be an institution that is a Fannie Xxxxxx Mae-and Freddie Xxxxxxx Mac-approved servicer in good standing, has a xxx xxrth net worth of at xxxxx least $25,000,000 and is willing to service the Mortgage Loans and shall execute and deliver to the Depositor, the Trustee, the Securities Administrator and the Master Servicer an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer, with like effect as if originally named as a party to this Agreement; provided, further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation shall not be downgraded, withdrawn or qualified as a result of such assignment and delegation. (g) 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 and such successor shall agree, but not in excess of the Servicing Fee. The Depositor, the Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (h) To the extent that the costs and expenses of the Master Servicer related to any termination of a Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed (or required to be reimbursed) by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (i) The successor servicer will not assume liability for the representations and warranties of the Servicer that it replaces. (j) Any successor to any Servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as Servicer maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreement. (k) No successor servicer will be responsible for delays attributable to the applicable Servicer's failure to deliver information, defects in the information supplied by such Servicer or other circumstances beyond the control of the successor servicer. The successor servicer will make arrangements with the applicable Servicer for the prompt and safe transfer of, and such Servicer shall provide to the successor servicer, all necessary servicing files and records, including (as deemed necessary by the successor servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) mortgage loan payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to the successor servicer, reflecting all applicable mortgage loan information. The successor servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the successor servicer acting in accordance with information prepared or supplied by a Person other than the successor servicer or the failure of any such Person to prepare or provide such information. The successor servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the servicer, or for any inaccuracy or omission in a notice or communication received by the successor servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Mortgage Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Mortgage Loan.

Master Servicer to Act as Servicer; Appointment of Successor. (a) If the Master Servicer becomes aware of a Servicer Event of Default, the Master Servicer shall promptly notify the Depositor, the Seller and the Trustee. In each and every such case, so long as a Servicer Event of Default shall not have been remedied, in addition to whatever rights the Master Servicer or the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Master Servicer, by notice in writing to the Servicer, may terminate all the rights and obligations of such Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. (b) To the extent provided in the related Servicing Agreement: If a Servicer is terminated as provided herein, upon written request from the Depositor or the Master Servicer, such Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by the Master Servicer any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at such Servicer's sole expense. The applicable Servicer shall cooperate with the Master Servicer and such successor in effecting the termination of the 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 the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 110 (c) To the extent provided in the related Servicing Agreement: In connection with the foregoing, the Servicer being terminated shall bear all reasonable out-of-pocket costs of a servicing transfer, including but not limited to those of the Master Servicer, the Securities Administrator, the Trustee, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. If such amounts are not paid by (or required to be paid by) the terminated Servicer, they shall be paid from amounts held in the Distribution Account pursuant to Section 5.08(h) of this Agreement. (d) On and after the time any Servicer resigns or is terminated by pursuant to the terms of this Agreement, the Depositor, with the consent of the Master Servicer pursuant to this Section 5.08 or the terms of the applicable Servicing Agreementprocedures below, the Master Servicer shall, subject to the rights of Lehman under the Servicing Agreement with Aurora, shall appoint a successor xxxxxxer servicer pursuant to this Agreement, who shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions of this Agreement and applicable law. (b) The Depositor may nominate a successor servicer to the Master Servicer by 6:00 P.M., ET, on the third Business Day following the Termination Notice Date. If the Master Servicer does not object to the proposed successor servicer by 6:00 P.M. New York City time on the fourth Business Day following the Termination Notice Date, then the Master Servicer shall appoint such proposed successor servicer as the successor servicer. If the Master Servicer delivers written notice to the Depositor that it does not consent to such proposed successor servicer, then the Depositor may nominate a successor servicer to the Master Servicer by 3:00 P.M., ET, on the sixth Business Day following the Termination Notice Date. If the Master Servicer does not object to the proposed successor servicer by 9:00 A.M., ET, on the seventh Business Day after the Termination Notice Date, then the Master Servicer shall appoint such proposed successor servicer as the successor servicer. If the Master Servicer delivers written notice to the Depositor that it does not consent to such proposed successor servicer, or the Depositor does not make a first or second proposal for a successor servicer, then the Master Servicer, in its sole discretion, will appoint a successor servicer (with the consent of the Depositor, such consent not to be unreasonably withheld or delayed) or assume the obligations of the Servicer itself. Notwithstanding the foregoing, any appointment by the Depositor of the Master Servicer as the successor servicer shall not require the consent of the Depositor. (c) Notwithstanding any provision in this Agreement to the contrary, any right of the Depositor to appoint a successor servicer upon a Servicer Event of Default shall terminate if any amounts required to be remitted by the Servicer to the Securities Administrator (including any required Monthly Advances) have not been remitted to the Securities Administrator by the third Business Day prior to the related Payment Date, in which event the Master Servicer will appoint a successor servicer or assume the obligations of the Servicer itself. It is understood and acknowledged by the parties hereto and each Certificateholder that (i) Lehman is the owner of the servicing rights with respect to the Mortgxxx Xoans being serviced under the Servicing Agreement with Aurora Loan Services LLC, and, as such, has the right to appoint a successor Servicer under such Servicing Agreement under the circumstances specified therein, and (ii) the Master Servicer shall have no duty or obligation to appoint a successor servicer for Aurora Loan Services LLC (or any successor servicer appointed by Lehman pursuant to the provisions of such Servicing Agreement) durinx xxx 30-day period specified therein in which Lehman is entitled to appoint a successor servicer unless Lehman shxxx xxve notified the Master Servicer in writing that Lehmax xxxirmatively waives its right to appoint such successor servxxxx. (e) It is understood and acknowledged by the parties hereto and each Certificateholder that there will be a period of transition (not to exceed 90 days, or 120 days in the case of Aurora Loan Services LLC) before the actual servicing functions can be fully transferred to any successor servicer. (fd) Any successor to any the Servicer appointed pursuant to this Agreement or any Servicing Agreement shall be an institution that is a Fannie Xxxxxx Mae-and Freddie Xxxxxxx Mac-approved servicer in good standing, has a xxx xxrth net worth of at xxxxx least $25,000,000 and is willing to service the Mortgage Loans and shall execute and deliver to the Depositor, the Indenture Trustee, the Securities Administrator and the Master Servicer an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer, with like effect as if originally named as a party to this Agreement; provided, further that each Rating Agency acknowledges that its rating of the Certificates Notes in effect immediately prior to such assignment and delegation shall not be downgraded, withdrawn or qualified as a result of such assignment and delegation. (ge) In connection with such appointment and assumption, the Master Servicer Depositor may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree, but not in excess of the Servicing Fee. The Depositor, the Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (hf) To the extent that the costs and expenses of the Master Servicer related to any termination of a Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a the Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed (or required to be reimbursed) by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Payment Account. (ig) The successor servicer will not assume liability for the representations and warranties of the Servicer that it replaces. (jh) Any successor to any the Servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as Servicer maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreement. (ki) No successor servicer will be responsible for delays attributable to the applicable Servicer's failure to deliver information, defects in the information supplied by such the Servicer or other circumstances beyond the control of the successor servicer. The successor servicer will make arrangements with the applicable Servicer for the prompt and safe transfer of, and such the Servicer shall provide to the successor servicer, all necessary servicing files and records, including (as deemed necessary by the successor servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) mortgage loan payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to the successor servicer, reflecting all applicable mortgage loan information. The successor servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the successor servicer acting in accordance with information prepared or supplied by a Person other than the successor servicer or the failure of any such Person to prepare or provide such information. The successor servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the servicer, or for any inaccuracy or omission in a notice or communication received by the successor servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Mortgage Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Mortgage Loan.

Master Servicer to Act as Servicer; Appointment of Successor. (a) If the Master Servicer becomes aware of a Servicer Event of Default, the Master Servicer shall promptly notify the Depositor, the Seller and the Trustee. In each and every such case, so long as a Servicer Event of Default shall not have been remedied, in addition to whatever rights the Master Servicer or the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Master Servicer, by notice in writing to the Servicer, may terminate all the rights and obligations of such Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. (b) To the extent provided in the related Servicing Agreement: If a Servicer is terminated as provided herein, upon written request from the Depositor or the Master Servicer, such Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by the Master Servicer any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at such Servicer's sole expense. The applicable Servicer shall cooperate with the Master Servicer and such successor in effecting the termination of the 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 the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 110 (c) To the extent provided in the related Servicing Agreement: In connection with the foregoing, the Servicer being terminated shall bear all reasonable out-of-pocket costs of a servicing transfer, including but not limited to those of the Master Servicer, the Securities Administrator, the Trustee, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. If such amounts are not paid by (or required to be paid by) the terminated Servicer, they shall be paid from amounts held in the Distribution Account pursuant to Section 5.08(h) of this Agreement. (d) On and after the time any Servicer resigns or is terminated by pursuant to the terms of this Agreement, the Depositor, with the consent of the Master Servicer pursuant to this Section 5.08 or the terms of the applicable Servicing Agreementprocedures below, the Master Servicer shall, subject to the rights of Lehman under the Servicing Agreement with Aurora, shall appoint a successor xxxxxxer servicer pursuant to this Agreement, who shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions of this Agreement and applicable law. (b) The Depositor may nominate a successor servicer to the Master Servicer by 6:00 P.M., ET, on the third Business Day following the Termination Notice Date. If the Master Servicer does not object to the proposed successor servicer by 6:00 P.M. New York City time on the fourth Business Day following the Termination Notice Date, then the Master Servicer shall appoint such proposed successor servicer as the successor servicer. If the Master Servicer delivers written notice to the Depositor that it does not consent to such proposed successor servicer, then the Depositor may nominate a successor servicer to the Master Servicer by 3:00 P.M., ET, on the sixth Business Day following the Termination Notice Date. If the Master Servicer does not object to the proposed successor servicer by 9:00 A.M., ET, on the seventh Business Day after the Termination Notice Date, then the Master Servicer shall appoint such proposed successor servicer as the successor servicer. If the Master Servicer delivers written notice to the Depositor that it does not consent to such proposed successor servicer, or the Depositor does not make a first or second proposal for a successor servicer, then the Master Servicer, in its sole discretion, will appoint a successor servicer (with the consent of the Depositor, such consent not to be unreasonably withheld or delayed) or assume the obligations of the Servicer itself. Notwithstanding the foregoing, any appointment by the Depositor of the Master Servicer as the successor servicer shall not require the consent of the Depositor. (c) Notwithstanding any provision in this Agreement to the contrary, any right of the Depositor to appoint a successor servicer upon a Servicer Event of Default shall terminate if any amounts required to be remitted by the Servicer to the Securities Administrator (including any required Monthly Advances) have not been remitted to the Securities Administrator by the third Business Day prior to the related Distribution Date, in which event the Master Servicer will appoint a successor servicer or assume the obligations of the Servicer itself. It is understood and acknowledged by the parties hereto and each Certificateholder that (i) Lehman is the owner of the servicing rights with respect to the Mortgxxx Xoans being serviced under the Servicing Agreement with Aurora Loan Services LLC, and, as such, has the right to appoint a successor Servicer under such Servicing Agreement under the circumstances specified therein, and (ii) the Master Servicer shall have no duty or obligation to appoint a successor servicer for Aurora Loan Services LLC (or any successor servicer appointed by Lehman pursuant to the provisions of such Servicing Agreement) durinx xxx 30-day period specified therein in which Lehman is entitled to appoint a successor servicer unless Lehman shxxx xxve notified the Master Servicer in writing that Lehmax xxxirmatively waives its right to appoint such successor servxxxx. (e) It is understood and acknowledged by the parties hereto and each Certificateholder that there will be a period of transition (not to exceed 90 days, or 120 days in the case of Aurora Loan Services LLC) before the actual servicing functions can be fully transferred to any successor servicer. (fd) Any successor to any the Servicer appointed pursuant to this Agreement or any Servicing Agreement shall be an institution that is a Fannie MaeXxxxxx Xxx-and Freddie Xxxxxxx Mac-approved servicer in good standing, has a xxx xxrth net worth of at xxxxx least $25,000,000 and is willing to service the Mortgage Loans and shall execute and deliver to the Depositor, the Trustee, the Securities Administrator and the Master Servicer an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer, with like effect as if originally named as a party to this Agreement; provided, further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation shall not be downgraded, withdrawn or qualified as a result of such assignment and delegation. (ge) In connection with such appointment and assumption, the Master Servicer Depositor may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree, but not in excess of the Servicing Fee. The Depositor, the Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (hf) To the extent that the costs and expenses of the Master Servicer related to any termination of a Servicer, appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a the Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed (or required to be reimbursed) by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (ig) The successor servicer will not assume liability for the representations and warranties of the Servicer that it replaces. (jh) Any successor to any the Servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as Servicer maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreement. (ki) No successor servicer will be responsible for delays attributable to the applicable Servicer's ’s failure to deliver information, defects in the information supplied by such the Servicer or other circumstances beyond the control of the successor servicer. The successor servicer will make arrangements with the applicable Servicer for the prompt and safe transfer of, and such the Servicer shall provide to the successor servicer, all necessary servicing files and records, including (as deemed necessary by the successor servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) mortgage loan payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to the successor servicer, reflecting all applicable mortgage loan information. The successor servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the successor servicer acting in accordance with information prepared or supplied by a Person other than the successor servicer or the failure of any such Person to prepare or provide such information. The successor servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the servicer, or for any inaccuracy or omission in a notice or communication received by the successor servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Mortgage Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Mortgage Loan.

Master Servicer to Act as Servicer; Appointment of Successor. (a) If the Master Servicer becomes aware of a Servicer Event of Default, the Master Servicer shall promptly notify the Depositor, the Seller and the Trustee. In each and every such case, so long as a Servicer Event of Default shall not have been remedied, in addition to whatever rights the Master Servicer or the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Master Servicer, by notice in writing to the Servicer, may terminate all the rights and obligations of such Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. (b) To the extent provided in the related Servicing Agreement: If a Servicer is terminated as provided herein, upon written request from the Depositor or the Master Servicer, such Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by the Master Servicer any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at such Servicer's sole expense. The applicable Servicer shall cooperate with the Master Servicer and such successor in effecting the termination of the 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 the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 110 (c) To the extent provided in the related Servicing Agreement: In connection with the foregoing, the Servicer being terminated shall bear all reasonable out-of-pocket costs of a servicing transfer, including but not limited to those of the Master Servicer, the Securities Administrator, the Trustee, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. If such amounts are not paid by (or required to be paid by) the terminated Servicer, they shall be paid from amounts held in the Distribution Account pursuant to Section 5.08(h) of this Agreement. (d) On and after the time any Servicer resigns or is terminated by the Master Servicer pursuant to this Section 5.08 or the terms of the applicable Servicing this Agreement, the Master Servicer shall, subject to the rights of Lehman under the Servicing Agreement with Aurora, either shall appoint a successor xxxxxxer servicer pursuant to this Agreement, who Agreement or shall assume the obligations of such Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions of this Agreement and applicable law. It ; provided, however, it is understood and acknowledged by the parties hereto and each Certificateholder that (i) Lehman is the owner of the servicing rights with respect to the Mortgxxx Xoans being serviced under the Servicing Agreement with Aurora Loan Services LLC, and, as such, has the right to appoint a successor Servicer under such Servicing Agreement under the circumstances specified therein, and (ii) the Master Servicer shall have no duty or obligation to appoint a successor servicer for Aurora Loan Services LLC (or any successor servicer appointed by Lehman pursuant to the provisions of such Servicing Agreement) durinx xxx 30-day period specified therein in which Lehman is entitled to appoint a successor servicer unless Lehman shxxx xxve notified the Master Servicer in writing that Lehmax xxxirmatively waives its right to appoint such successor servxxxx. (e) It is understood and acknowledged by the parties hereto and each Certificateholder that there will be a period of transition (not to exceed 90 days, or 120 days in the case of Aurora Loan Services LLC) before the actual servicing functions can be fully transferred to any such successor servicer. (f) Any . 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 related [Collection] [Custodial] Account if the Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Master Servicer has become the successor to the Servicer, the Master Servicer may, if it shall be unwilling to so act, 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 as the successor to the Servicer pursuant to this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer thereunder; provided that any successor to any Servicer appointed pursuant to this Agreement or any Servicing Agreement shall be an institution that is a Fannie MaeXxxxxx Xxx-and Freddie Xxxxxxx Mac-approved servicer in good standing, has a xxx xxrth net worth of at xxxxx least $25,000,000 and is willing to service the Mortgage Loans and shall execute and deliver to the Depositor, the Trustee, the Securities Administrator and the Master Servicer an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer, with like effect as if originally named as a party to this Agreement; provided, provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation shall not be downgraded, withdrawn qualified or qualified reduced as a result of such assignment and delegation. (g) . Pending the appointment of a successor to the terminated Servicer, the Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, but not however, that no such compensation shall be in excess of the Servicing FeeFee permitted to the Servicer pursuant to this Agreement. The Depositor, the Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (h) . Neither the Master Servicer nor any other successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of any Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. To the extent that the costs and expenses of the Master Servicer related to any termination of a Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a the Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed (or required to be reimbursed) by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Collection Account. (i) The successor servicer . If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the Servicer that it replaces. (j) . Any successor to any the Servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as Servicer maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreement. (k) No successor servicer will be responsible for delays attributable to the applicable Servicer's failure to deliver information, defects in the information supplied by such Servicer or other circumstances beyond the control of the successor servicer. The successor servicer will make arrangements with the applicable Servicer for the prompt and safe transfer of, and such Servicer shall provide to the successor servicer, all necessary servicing files and records, including (as deemed necessary by the successor servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) mortgage loan payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to the successor servicer, reflecting all applicable mortgage loan information. The successor servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the successor servicer acting in accordance with information prepared or supplied by a Person other than the successor servicer or the failure of any such Person to prepare or provide such information. The successor servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the servicer, or for any inaccuracy or omission in a notice or communication received by the successor servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Mortgage Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Mortgage Loan.

Master Servicer to Act as Servicer; Appointment of Successor. (a) If the Master Servicer becomes aware of a Servicer Event of Default, the Master Servicer shall promptly notify the Depositor, the Seller and the Trustee. In each and every such case, so long as a Servicer Event of Default shall not have been remedied, in addition to whatever rights the Master Servicer or the Trustee may have at law or equity to damages, including injunctive relief and specific performance, the Master Servicer, by notice in writing to the Servicer, may terminate all the rights and obligations of such Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. (b) To the extent provided in the related Servicing Agreement: If a Servicer is terminated as provided herein, upon written request from the Depositor or the Master Servicer, such Servicer shall, at its expense, prepare, execute and deliver to the successor entity designated by the Master Servicer any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at such Servicer's sole expense. The applicable Servicer shall cooperate with the Master Servicer and such successor in effecting the termination of the 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 the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 110 (c) To the extent provided in the related Servicing Agreement: In connection with the foregoing, the Servicer being terminated shall bear all reasonable out-of-pocket costs of a servicing transfer, including but not limited to those of the Master Servicer, the Securities Administrator, the Trustee, legal fees and expenses, accounting and financial consulting fees and expenses, and costs of amending the Agreement, if necessary. If such amounts are not paid by (or required to be paid by) the terminated Servicer, they shall be paid from amounts held in the Distribution Account pursuant to Section 5.08(h) of this Agreement. (d) On and after the time any Servicer resigns or is terminated by the Master Servicer pursuant to this Section 5.08 or the terms of the applicable Servicing this Agreement, the Master Servicer shall, subject to the rights of Lehman under the Servicing Agreement with Aurora, either shall appoint a successor xxxxxxer servicer pursuant to this Agreement, who Agreement or shall assume the obligations of such Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions of this Agreement and applicable law. It ; provided, however, it is understood and acknowledged by the parties hereto and each Certificateholder that (i) Lehman is the owner of the servicing rights with respect to the Mortgxxx Xoans being serviced under the Servicing Agreement with Aurora Loan Services LLC, and, as such, has the right to appoint a successor Servicer under such Servicing Agreement under the circumstances specified therein, and (ii) the Master Servicer shall have no duty or obligation to appoint a successor servicer for Aurora Loan Services LLC (or any successor servicer appointed by Lehman pursuant to the provisions of such Servicing Agreement) durinx xxx 30-day period specified therein in which Lehman is entitled to appoint a successor servicer unless Lehman shxxx xxve notified the Master Servicer in writing that Lehmax xxxirmatively waives its right to appoint such successor servxxxx. (e) It is understood and acknowledged by the parties hereto and each Certificateholder that there will be a period of transition (not to exceed 90 days, or 120 days in the case of Aurora Loan Services LLC) before the actual servicing functions can be fully transferred to such successor Servicer. 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 related Collection Account if the Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Master Servicer has become the successor to a Servicer, the Master Servicer may, if it shall be unwilling to so act, 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 as the successor servicer. (f) Any to the Servicer pursuant to this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer thereunder; provided that any successor to any Servicer appointed pursuant to this Agreement or any Servicing Agreement shall be an institution that is a Fannie MaeXxxxxx Xxx-and Freddie Xxxxxxx Mac-approved servicer in good standing, has a xxx xxrth net worth of at xxxxx least $25,000,000 and is willing to service the Mortgage Loans and shall execute and deliver to the Depositor, the Trustee, the Securities Administrator and the Master Servicer an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer, with like effect as if originally named as a party to this Agreement; provided, provided further that each Rating Agency acknowledges that its rating of the Certificates in effect immediately prior to such assignment and delegation shall not be downgraded, withdrawn qualified or qualified reduced as a result of such assignment and delegation. (g) . Pending the appointment of a successor to the terminated Servicer, the Master Servicer shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the Master Servicer may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, but not however, that no such compensation shall be in excess of the Servicing FeeFee permitted to the Servicer pursuant to this Agreement. The Depositor, the Master Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. (h) . Neither the Master Servicer nor any other successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof or any failure to perform, or any delay in performing, any duties or responsibilities hereunder, in either case caused by the failure of any Servicer to deliver or provide, or any delay in delivering or providing, any cash, information, documents or records to it. To the extent that the costs and expenses of the Master Servicer related to any termination of a Servicer, appointment of a successor servicer Servicer or the transfer and assumption of servicing by the Master Servicer with respect to this Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a the Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with this Agreement) are not fully and timely reimbursed (or required to be reimbursed) by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Collection Account. (i) The successor servicer . If the Master Servicer acts as Servicer, it will not assume liability for the representations and warranties of the Servicer that it replaces. (j) . Any successor to any the Servicer shall give notice to the related Mortgagors of such change of servicer and shall, during the term of its service as Servicer maintain in force the policy or policies that such Servicer is required to maintain pursuant to this Agreement. (k) No successor servicer will be responsible for delays attributable to the applicable Servicer's failure to deliver information, defects in the information supplied by such Servicer or other circumstances beyond the control of the successor servicer. The successor servicer will make arrangements with the applicable Servicer for the prompt and safe transfer of, and such Servicer shall provide to the successor servicer, all necessary servicing files and records, including (as deemed necessary by the successor servicer at such time): (i) microfiche loan documentation, (ii) servicing system tapes, (iii) mortgage loan payment history, (iv) collections history and (v) the trial balances, as of the close of business on the day immediately preceding conversion to the successor servicer, reflecting all applicable mortgage loan information. The successor servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the successor servicer acting in accordance with information prepared or supplied by a Person other than the successor servicer or the failure of any such Person to prepare or provide such information. The successor servicer shall have no responsibility, shall not be in default and shall incur no liability (i) for any act or failure to act by any third party, including the servicer, or for any inaccuracy or omission in a notice or communication received by the successor servicer from any third party or (ii) which is due to or results from the invalidity, unenforceability of any Mortgage Loan with applicable law or the breach or the inaccuracy of any representation or warranty made with respect to any Mortgage Loan.