Common use of Master Servicer to Act as Servicer Clause in Contracts

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iii) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (iv) deemed to have made any representations and warranties of the Servicer hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the a Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor successor, subject to the rights of the Servicing Rights Pledgee (if any) under Sections 6.06 and 7.02, shall thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of the predecessor such Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Section Sections 6.06 and 7.02. (b) Every Subservicing Agreement entered into by the each Servicer shall contain a provision giving the successor servicer Servicer the option to terminate such agreement in the event a successor servicer Servicer is appointed. (c) If the applicable Servicer shall for any reason no longer be the a Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the such Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the applicable Servicer thereunder; and the such Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The applicable Servicer shall, upon request of the Master Servicer, but at the expense of the such Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an a Servicer Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the such predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the such predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Servicer Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (dc) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02Sections 6.04, 7.03 and 11.02, in the event that the Servicer shall shall, for any reason reason, no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 hereof or any acts or omissions of the any predecessor Servicer servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.032.02 or 2.03 hereof, (iiiiv) responsible for any expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement subservicing agreement arising prior to the date of such succession. (d) . To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 11.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement subservicing agreement to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in the event that the any Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the such predecessor Servicer servicer pursuant to Section 3.10 or any acts or omissions of the such predecessor Servicer servicer hereunder), (ii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iii) responsible for expenses of the such predecessor Servicer servicer pursuant to Section 2.03 or (iv) deemed to have made any representations and warranties of the such Servicer hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the a Servicer shall contain a provision giving the successor servicer Servicer the option to terminate such agreement in the event a successor servicer Servicer is appointed. (c) If the any Servicer shall for any reason no longer be the a Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the such Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, provided that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the such Servicer thereunder; and the such Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The applicable Servicer shall, upon request of the Master Servicer, but at the expense of the such Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) to which it is party and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the such Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02Sections 5.04 and 6.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for any expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.02 or the first paragraph of Section 5.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement subservicing agreement arising prior to the date of such succession. (d) . To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable to the Master Servicer pursuant to the Pooling and Servicing Agreement; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated Servicer shall reimburse the Issuing Entity for any such expense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement. The Servicer shall, upon request of the Master Servicer, but at the expense of the ServicerServicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement subservicing agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor successor, shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer Servicer the option to terminate such agreement in the event a successor servicer Servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iii) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (iv) deemed to have made any representations and warranties of the Servicer hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer Servicer the option to terminate such agreement in the event a successor servicer Servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iii) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (iv) deemed to have made any representations and warranties of the Servicer hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer or the Trustee (as successor Master Servicer), as applicable, (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer or the Trustee (as successor Master Servicer), as applicable, (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The Servicer shall, upon request of the Master Servicer or the Trustee (as successor Master Servicer), as applicable, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the a Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor successor, subject to the rights of the servicing rights pledgee (if any) under Sections 6.06 and 7.02, shall thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of the predecessor such Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Section Sections 6.06 and 7.02. (b) Every Subservicing Agreement entered into by the each Servicer shall contain a provision giving the successor servicer Servicer the option to terminate such agreement in the event a successor servicer Servicer is appointed. (c) If the applicable Servicer shall for any reason no longer be the a Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the such Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the applicable Servicer thereunder; and the such Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The applicable Servicer shall, upon request of the Master Servicer, but at the expense of the such Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer Servicer the option to terminate such agreement in the event a successor servicer Servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer (or its other successor Servicer pursuant to Section 7.02) shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer Servicer the option to terminate such agreement in the event a successor servicer Servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the such Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02Sections 6.04, 7.02 and 11.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.032.02 or 2.03 hereof, (iiiiv) responsible for any expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement subservicing agreement arising prior to the date of such succession. (d) . To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 11.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated Servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement. The Servicer shall, upon request of the Master Servicer, but at the expense of the ServicerServicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement subservicing agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02Sections 6.04, 7.03 and 11.02, in the event that the Servicer shall shall, for any reason reason, no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 hereof or any acts or omissions of the any predecessor Servicer servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.032.02 or 2.03 hereof, (iiiiv) responsible for any expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement subservicing agreement arising prior to the date of such succession. (d) . To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04, Article VII or Section 11.02, are not paid by the Servicer or the Special Servicer, as applicable, pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIMs Insurer. The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement subservicing agreement to the assuming party. Notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days of delivery to the Master Servicer by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth in Section 7.03 of this Agreement and the other requirements of Section 7.03 have been met) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an a Servicer Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the such predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the such predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Servicer Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (dc) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of Fremont 2006-C Pooling & Servicing Agreement amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02Sections 14.04 and 15.02, in the event that the Servicer Wilshire shall for any reason no longer be the a Servicer hereunder (other than due to a servicing transfer pursuant to the terms hereof, but including by reason of an a Servicer Event of Default), the Master Servicer or its successor shall designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer Wilshire hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor such Servicer pursuant to Section 3.10 13.10 hereof or any acts or omissions of the predecessor Servicer Wilshire hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.032.02 or 2.06 hereof, (iiiiv) responsible for any expenses of the predecessor Servicer Wilshire pursuant to Section 2.03 2.06 or (ivv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.07 or the first paragraph of Section 14.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume Wilshire's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of Wilshire to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer Wilshire shall for any reason no longer be the a Servicer (other than due to the servicing transfer pursuant to the terms hereof, but including by reason of any Servicer Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer Wilshire under any Subservicing Agreement subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer Wilshire thereunder; and the Servicer Wilshire shall not thereby be relieved of any liability or obligations under the Subservicing Agreement subservicing agreement arising prior to the date of such succession. (d) The . To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 13.04, are not paid by Wilshire pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable to the Master Servicer pursuant to this Agreement; provided that if Wilshire has been terminated by reason of a Servicer Event of Default, Wilshire shall reimburse the Issuing Entity for any such expense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement. Wilshire shall, upon request of the Master Servicer, but at the expense of the ServicerWilshire if Wilshire has been terminated by reason of a Servicer Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement subservicing agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section Sections 6.04 and 7.02, in the event that the any Servicer shall for any reason no longer be a servicer hereunder or Countrywide shall for any reason no longer be the Servicer hereunder servicer under the Countrywide Servicing Agreement (in both cases, including by reason of an Event of Default), the Master Servicer or its successor shall designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses arising out of the predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.032.03 hereof, (iiiiv) responsible for any expenses of the predecessor such Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties hereunder or under the Countrywide Servicing Agreement, including pursuant to Section 2.01 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall, if such servicer is a Servicer hereunder, immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the related Servicer to pay amounts owed under this Servicing Agreement and to perform its duties under this Servicing Agreement until its successor assumes all of its rights and obligations hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the If a Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer hereunder shall for any reason no longer be the Servicer a servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the related Servicer under any Subservicing Agreement subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the such Servicer thereunder; and the such Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement subservicing agreement arising prior to the date of such succession. . To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 7.02, are not paid by the related Servicer pursuant to this Servicing Agreement within thirty (d30) days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Payment Account; provided that if such Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Issuing Entity for any such expense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Servicing Agreement and reasonably acceptable to the NIMs Insurer. The Servicer Servicers shall, upon request of the Master Servicer, but at the expense of the Servicerrelated Servicer if such Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement subservicing agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the a Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of the predecessor such Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the a Servicer shall contain a provision giving the successor servicer Servicer the option to terminate such agreement in the event a successor servicer Servicer is appointed. (c) If the applicable Servicer shall for any reason no longer be the a Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the such Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the applicable Servicer thereunder; and the such Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The applicable Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) to which it is a party and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall shall, subject to the rights of the Depositor to appoint a successor Servicer pursuant to Section 7.02, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the such predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the such predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iii) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 hereunder or (iv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer Servicer the option to terminate such agreement in the event a successor servicer Servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) to which it is a party and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the such Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iii) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (iv) deemed to have made any representations and warranties of the Servicer hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer or the Trustee (as successor master servicer), as applicable, (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer or the Trustee (as successor master servicer), as applicable, (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The Servicer shall, upon request of the Master ServicerServicer or the Trustee (as successor master servicer), as applicable, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. Appointment of ---------------------------------------------------------- Successor. ---------- (a) Subject to Section 7.02, in If the event that the Master Servicer shall for any reason no longer be the becomes aware of a Servicer hereunder (including by reason of an 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 its successor shall thereupon assume 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 of 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 hereunder arising thereafteris terminated as provided herein, except that 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 shall not any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or cause to be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 or any done all other acts or omissions things necessary or appropriate to effect the purposes of the predecessor Servicer hereunder, (ii) obligated to effectuate repurchases or substitutions such notice of Mortgage Loans hereundertermination, including but not limited to repurchases the transfer and endorsement or substitutions 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. (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 2.035.08(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 appoint a successor 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. (iiie) responsible 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) 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 Xxxxxx Mae-and Xxxxxxx Mac-approved servicer in good standing, has a net worth of at 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 predecessor Master Servicer pursuant related to Section 2.03 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 (ivincluding, without limitation, (i) deemed 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 have made correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the 115 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 hereunder. Any such assumption shall be subject to Section 7.02that it replaces. (bj) Every Subservicing Agreement entered into by the Any successor to any Servicer shall contain a provision giving 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 option trial balances, as of the close of business on the day immediately preceding conversion to terminate such agreement in the event a successor servicer, reflecting all applicable mortgage loan information. The successor servicer is appointed. (c) If the Servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any reason no longer be the Servicer (including by reason of any Event of Default)failure, the Master Servicer (error, malfunction or any other delay in carrying out any of its duties under this Agreement if any such failure or delay results from the successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement servicer acting in accordance with information prepared or supplied by a Person other than the terms thereof; providedsuccessor servicer or the failure of any such Person to prepare or provide such information. The successor servicer shall have no responsibility, that the Master Servicer (or any other successor servicer) shall not be in default and shall incur no liability (i) for any liability act or have failure to act by any obligations third party, including the servicer, or for any inaccuracy or omission in its capacity as a notice or communication received by the successor servicer under a Subservicing Agreement arising prior from any third party or (ii) which is due to or results from the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved invalidity, unenforceability of any liability Mortgage Loan with applicable law or obligations under the Subservicing Agreement arising prior breach or the inaccuracy of any representation or warranty made with respect to the date of such successionany Mortgage Loan. (d) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in the event that If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer shall within 90 days of such time, assume, if it so elects, or its shall appoint a successor shall thereupon assume Servicer to assume, all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (ia) liable for losses of the predecessor Servicer pursuant to Section 3.10 2.11 or any acts or omissions of the predecessor Servicer hereunder, (iib) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iii) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 make Advances if it is prohibited from doing so by applicable law or (ivc) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) Sections 4.02 and 5.02. If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer (or any other the successor servicer) may, at its option, Servicer may elect to succeed to any rights and obligations of the Servicer under each Subservicing Agreement or may terminate each Subservicing Agreement. If it has elected to assume the Subservicing Agreement, the Master Servicer or the successor Servicer shall be deemed to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to any Subservicing Agreement in accordance with entered into by the terms thereof; provided, that Servicer as contemplated by Section 2.02 to the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity same extent as successor servicer under a if the Subservicing Agreement arising prior had been assigned to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and assuming party except that the Servicer shall not thereby be relieved of any liability or obligations under the any such Subservicing Agreement arising prior to the date of such succession. (d) Agreement. The Servicer that is no longer a Servicer hereunder shall, upon request of the Master Servicer, but at the expense of the such Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) or substitute servicing agreement and the BANA Mortgage Loans then being serviced thereunder and an accounting of amounts collected and or held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the such substitute Subservicing Agreement to the assuming party. The Master Servicer shall be entitled to be reimbursed from such Servicer (or the Trust if such Servicer is unable to fulfill its obligations hereunder) for all Servicing Transfer Costs.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the such predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the such predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer Servicer, in the event a successor Servicer is appointed, the option to terminate such agreement in the event a successor servicer is appointedagreement. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02Sections 6.04, 7.03 and 11.02, in the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 hereof or any acts or omissions of the any predecessor Servicer servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.032.02 or 2.03 hereof, (iiiiv) responsible for any expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement subservicing agreement arising prior to the date of such succession. (d) . To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 11.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice therefor, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIM Insurer. The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement subservicing agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an a Servicer Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the such predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the such predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Servicer Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession.. Fremont 2005-B Pooling & Servicing Agreement (dc) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the a Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall shall, thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of the predecessor such Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the a Servicer shall contain a provision giving the successor servicer Servicer the option to terminate such agreement in the event a successor servicer Servicer is appointed. (c) If the applicable Servicer shall for any reason no longer be the a Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the such Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the applicable Servicer thereunder; and the such Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The applicable Servicer shall, upon request of the Master Servicer, but at the expense of the such Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) to which it is a party and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in [Reserved] (b) In the event that the Servicer Saxon shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), except as provided under Section 7.02, the Master Servicer or its successor shall thereupon shall, within 90 days, assume all of the rights and obligations of the Servicer Saxon hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer Saxon pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including including, but not limited to to, repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of incurred by, or advances made by, the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement subservicing agreement entered into by the Servicer shall contain a provision giving the successor servicer Servicer the option to terminate such agreement in the event a successor servicer Servicer is appointed. (c) . If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement subservicing agreement in accordance with the terms thereof; provided, provided that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement subservicing agreement arising prior to the date of such succession. (d) . The Servicer shall, upon request of the Master Servicer, as applicable, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement subservicing agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement subservicing agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iii) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (iv) deemed to have made any representations and warranties of the Servicer hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer or the Trustee (as successor Master Servicer), as applicable, (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer or Trustee (as successor Master Servicer), as applicable, (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The Servicer shall, upon request of the Master Servicer or the Trustee (as successor Master Servicer), as applicable, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an a Servicer Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder Fremont 2006-E Pooling & Servicing Agreement arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the such predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the such predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Servicer Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (dc) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the such predecessor Servicer servicer pursuant to Section 3.10 or any acts or omissions of the such predecessor Servicer servicer hereunder), (ii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iii) responsible for expenses of the such predecessor Servicer servicer pursuant to Section 2.03 or (iv) deemed to have made any representations and warranties of the Servicer hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer Servicer the option to terminate such agreement in the event a successor servicer Servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, provided that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) to which it is party and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the such Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an a Servicer Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the such predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the such predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Servicer Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession.. Fremont 2004-D Pooling & Servicing Agreement (dc) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02Sections 6.04, 7.02 and 11.02, in the event that the a Servicer shall for any reason no longer be the Servicer a servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor such Servicer pursuant to Section 3.10 hereof or any acts or omissions of the such predecessor Servicer servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.032.02 or 2.03 hereof, (iiiiv) responsible for any expenses of the predecessor such Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of a Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain If a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer a servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the such Servicer under any Subservicing Agreement subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the such Servicer thereunder; and the such Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement subservicing agreement arising prior to the date of such succession. (d) The . To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Master Servicer or the Trustee in connection with this Section 3.04 or Section 11.02, are not paid by the applicable Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if such Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement. Each Servicer shall, upon request of the Master Servicer, but at the expense of the Servicersuch Servicer if such Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement subservicing agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an a Servicer Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the such predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the such predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02.. Fremont [200___-___] Pooling & Servicing Agreement (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Servicer Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (dc) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02Sections 14.04 and 15.02, in the event that the Servicer Company shall for any reason no longer be the a Servicer hereunder (other than due to a servicing transfer pursuant to the terms hereof, but including by reason of an a Servicer Event of Default), the Master Servicer or its successor shall designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer Company hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor such Servicer pursuant to Section 3.10 13.10 hereof or any acts or omissions of the predecessor Servicer Company hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.032.02 or 2.06 hereof, (iiiiv) responsible for any expenses of the predecessor Servicer Company pursuant to Section 2.03 2.06 or (ivv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.07 or the first paragraph of Section 14.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the Company's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer Company to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer Company shall for any reason no longer be the a Servicer (other than due to the servicing transfer pursuant to the terms hereof, but including by reason of any Servicer Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer Company under any Subservicing Agreement subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer Company thereunder; and the Servicer Company shall not thereby be relieved of any liability or obligations under the Subservicing Agreement subservicing agreement arising prior to the date of such succession. (d) . To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 13.04, are not paid by the Company pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable to the Master Servicer pursuant to this Agreement; provided that if the Company has been terminated by reason of a Servicer Event of Default, the Company shall reimburse the Issuing Entity for any such expense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement. The Servicer Company shall, upon request of the Master Servicer, but at the expense of the ServicerCompany if the Company has been terminated by reason of a Servicer Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement subservicing agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02Sections 5.04 and 6.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for any expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.02 or the first paragraph of Section 5.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement subservicing agreement arising prior to the date of such succession. (d) . To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 arising from termination due to an Event of Default, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable to the Master Servicer pursuant to the Pooling and Servicing Agreement; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated Servicer shall reimburse the Issuing Entity for any such expense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement. The Servicer shall, upon request of the Master Servicer, but at the expense of the ServicerServicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement subservicing agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02Sections 6.04, 7.02 and 11.02, in the event that the Servicer shall for any reason no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 hereof or any acts or omissions of the such predecessor Servicer servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.032.02 or 2.03 hereof, (iiiiv) responsible for any expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement subservicing agreement arising prior to the date of such succession. (d) . To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Master Servicer or the Trustee in connection with this Section 3.04 or Section 11.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement. The Servicer shall, upon request of the Master Servicer, but at the expense of the ServicerServicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement subservicing agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02Sections 14.04 and 15.02, in the event that the either Servicer shall for any reason no longer be the Servicer hereunder (other than due to the servicing transfer on the Servicing Transfer Date, but including by reason of an a Servicer Event of Default), the Master Servicer or its successor shall designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 13.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.032.02 or 2.06 hereof, (iiiiv) responsible for any expenses of the predecessor Servicer pursuant to Section 2.03 2.06 or (ivv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.07 or the first paragraph of Section 14.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of either Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain If a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the a Servicer (other than due to the servicing transfer on the Servicing Transfer Date, but including by reason of any Servicer Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the such Servicer under any Subservicing Agreement subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement subservicing agreement arising prior to the date of such succession. (d) The . To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 13.04, are not paid by the applicable Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable to the Master Servicer pursuant to this Agreement; provided that if a Servicer has been terminated by reason of a Servicer Event of Default, the terminated Servicer shall reimburse the Issuing Entity for any such expense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement. Each Servicer shall, upon request of the Master Servicer, but at the expense of the ServicerServicer if the Servicer has been terminated by reason of a Servicer Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement subservicing agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the a Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of the predecessor such Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the such Servicer hereunder). Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the each Servicer shall contain a provision giving the successor servicer Servicer the option to terminate such agreement in the event a successor servicer Servicer is appointed. (c) If the applicable Servicer shall for any reason no longer be the a Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the such Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the applicable Servicer thereunder; , and the such Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The applicable Servicer shall, upon request of the Master Servicer, but at the expense of the such Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02Sections 6.04, 7.03 and 11.02, in the event that the Servicer shall shall, for any reason reason, no longer be the Servicer servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 hereof or any acts or omissions of the any predecessor Servicer servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.032.02 or 2.03 hereof, (iiiiv) responsible for any expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement subservicing agreement arising prior to the date of such succession. (d) . To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 11.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that the terminated servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement and reasonably acceptable to the NIM Insurer. The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement subservicing agreement to the assuming party. In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Default), notwithstanding anything to the contrary above, the Trustee and the Depositor hereby agree that within 10 Business Days or delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer set forth above) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an a Servicer Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the such predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the such predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section 7.02.. Fremont [200 - ] Pooling & Servicing Agreement 99 (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Servicer Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (dc) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the such predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the such predecessor Servicer hereunder), (ii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iii) responsible for expenses of the such predecessor Servicer pursuant to Section 2.03 or (iv) deemed to have made any representations and warranties of the such Servicer hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer Servicer the option to terminate such agreement in the event a successor servicer Servicer is appointed. (c) If the any Servicer shall for any reason no longer be the a Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, provided that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the such Servicer thereunder; and the such Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The applicable Servicer shall, upon request of the Master Servicer, but at the expense of the such Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) to which it is party and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the such Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in the event that the any Servicer shall for any reason no longer be the a Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall thereupon assume all of the rights and obligations of the such Servicer hereunder arising thereafter, except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iii) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (iv) deemed to have made any representations and warranties of the applicable Servicer hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the any Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the any Servicer shall for any reason no longer be the a Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the such Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the applicable Servicer thereunder; and the applicable Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The Each Servicer shall, upon request of the Master Servicer, but at the expense of the such Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02, in In the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor successor, subject to the rights of the servicing rights pledgee (if any) under Sections 6.06 and 7.02, shall thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iiiiv) responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties of the Servicer hereunder). Any such assumption shall be subject to Section Sections 6.06 and 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer Servicer the option to terminate such agreement in the event a successor servicer Servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicerServicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement in accordance with the terms thereof; provided, that the Master Servicer (or any other successor servicerServicer) shall not incur any liability or have any obligations in its capacity as successor servicer Servicer under a Subservicing Agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement arising prior to the date of such succession. (d) The Servicer shall, upon request of the Master Servicer, but at the expense of the Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section 7.02Sections 6.04, 7.02 and 11.02, in the event that the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of an Event of Default), the Master Servicer or its successor shall designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses of the predecessor Servicer pursuant to Section 3.10 hereof or any acts or omissions of the such predecessor Servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.032.02 or 2.03 hereof, (iiiiv) responsible for any expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties hereunder, including pursuant to Section 2.04 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement subservicing agreement arising prior to the date of such succession. (d) . To the extent any costs or expenses, including without limitation Servicing Transfer Costs incurred by the Master Servicer or the Trustee in connection with this Section 3.04 or Section 11.02, are not paid by the Servicer pursuant to this Agreement within 30 days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Certificate Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated Servicer shall reimburse the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified this Agreement. The Servicer shall, upon request of the Master Servicer, but at the expense of the ServicerServicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement subservicing agreement to the assuming party.

Master Servicer to Act as Servicer. (a) Subject to Section Sections 6.04 and 7.02, in the event that the a Servicer shall for any reason no longer be the Servicer servicer hereunder or under the Countrywide Servicing Agreement (including by reason of an Event of Default), the Master Servicer or its successor shall designee shall, within a period of time not to exceed ninety (90) days from the date of notice of termination or resignation, thereupon assume all of the rights and obligations of the Servicer hereunder arising thereafter, thereafter (except that the Master Servicer shall not be (i) liable for losses arising out of the predecessor Servicer pursuant to Section 3.10 or any acts or omissions of the predecessor Servicer servicer hereunder, (ii) obligated to make Advances or Servicing Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.032.03 hereof, (iiiiv) responsible for any expenses of the predecessor Servicer pursuant to Section 2.03 or (ivv) deemed to have made any representations and warranties hereunder or under the Countrywide Servicing Agreement, including pursuant to Section 2.01 or the first paragraph of Section 6.02 hereof; provided, however that the Master Servicer (subject to clause (ii) above) or its designee, in its capacity as the successor servicer, shall, if such Servicer is Wilshire, immediately assume the terminated or resigning Servicer's obligation to make Advances and Servicing Advances). No such termination or resignation shall affect any obligation of the Servicer to pay amounts owed under this Agreement and to perform its duties under this Agreement until its successor assumes all of its rights and obligations hereunder. Any such assumption shall be subject to Section 7.02. (b) Every Subservicing Agreement entered into by the Servicer shall contain a provision giving the successor servicer the option to terminate such agreement in the event a successor servicer is appointed. (c) If the Servicer shall for any reason no longer be the Servicer a servicer (including by reason of any Event of Default), the Master Servicer (or any other successor servicer) may, at its option, succeed to any rights and obligations of the Servicer under any Subservicing Agreement subservicing agreement in accordance with the terms thereof; provided, however, that the Master Servicer (or any other successor servicer) shall not incur any liability or have any obligations in its capacity as successor servicer under a Subservicing Agreement subservicing agreement arising prior to the date of such succession unless it expressly elects to succeed to the rights and obligations of the Servicer thereunder; and the Servicer shall not thereby be relieved of any liability or obligations under the Subservicing Agreement subservicing agreement arising prior to the date of such succession. . To the extent any costs or expenses, including without limitation, Servicing Transfer Costs incurred by the Master Servicer in connection with this Section 3.04 or Section 7.02, are not paid by the Servicer pursuant to this Agreement within thirty (d30) days of the date of the Master Servicer's invoice thereof, such amounts shall be payable out of the Payment Account; provided that if the Servicer has been terminated by reason of an Event of Default, the terminated servicer shall reimburse the Issuing Entity for any such expense incurred by the Issuing Entity upon receipt of a reasonably detailed invoice evidencing such expenses. If the Master Servicer is unwilling or unable to act as servicer, the Master Servicer shall seek to appoint a successor servicer that is eligible in accordance with the criteria specified in this Agreement. The Servicer shall, upon request of the Master Servicer, but at the expense of the ServicerServicer if the Servicer has been terminated by reason of an Event of Default, deliver to the assuming party all documents and records relating to each Subservicing Agreement (if any) subservicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement subservicing agreement to the assuming party.