Common use of Servicer Not to Resign Clause in Contracts

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (a) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (b) upon satisfaction of the following conditions: (i) the Servicer shall have proposed a successor servicer to the Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Issuer, the Indenture Trustee and the Enhancer; (ii) each Rating Agency shall have delivered a letter to the Issuer, the Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not cause a Rating Event, if determined without regard to the Policy; and (iii) such proposed successor servicer is reasonably acceptable to the Enhancer, as evidenced by a letter to the Issuer and the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (a) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee, as pledgee of the Mortgage Loans, shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeEnhancer.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Company, the Administrator and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company, the Administrator, the Indenture Trustee and the Credit Enhancer; (b) each Rating Agency shall have delivered a letter to the Company, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Securities; and (c) such proposed successor servicer is reasonably acceptable to the Credit Enhancer, as evidenced by a letter to the Company and the Indenture Trustee; PROVIDED, HOWEVER, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Collateral, shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee, as pledgee of the Mortgage Collateral, shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. The Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Securityholder or the Credit Enhancer for any amounts paid by the Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeCredit Enhancer.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities (ii) upon satisfaction of the following conditions: (a) the Servicer so causing has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is reasonably acceptable to the Trustee; and (b) each Rating Agency shall have delivered a conflict being letter to the Trustee prior to the appointment of a type and nature carried on the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of then current rating of the Certificates; provided, however, that no such resignation by the Servicer at shall become effective until such successor servicer or, in the date case of (i) above, the Trustee or its designee as successor Servicer shall have assumed the Servicer’s responsibilities and obligations hereunder or shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. The Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Certificateholder for any amounts paid by the Servicer pursuant to any provision of this Pooling and Agreement. Any such determination permitting the resignation of the Servicer under clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (a) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (b) upon satisfaction of the following conditions: (i) the Servicer shall have proposed a successor Servicer to the Issuer and the Indenture Trustee in writing and such proposed successor Servicer is reasonably acceptable to the Issuer, the Indenture Trustee and the Enhancer; (ii) each Rating Agency shall have delivered a letter to the Issuer, the Enhancer and the Indenture Trustee prior to the appointment of the successor Servicer stating that the proposed appointment of such successor Servicer as Servicer hereunder will not cause a Rating Event, if determined without regard to the Policy; and (iii) such proposed successor Servicer is reasonably acceptable to the Enhancer, as evidenced by a letter to the Issuer and the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until such successor Servicer or, in the case of (a) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee, as pledgee of the Mortgage Loans, shall have designated a successor Servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeEnhancer.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is reasonably acceptable to the Trustee; and (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates or the ratings that are in effect; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Trustee and the Depositor hereby specifically (i) consent to the pledge and assignment by the Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed all the Servicer's responsibilities right, title and obligations in accordance with Section 7.5 hereof. Notwithstanding interest in, to and under this Agreement to the limitations stated aboveServicing Rights Pledgee, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of certain lenders, and (and may be exercised ii) provided that no Servicer Event of Termination exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall appoint the Servicing Rights Pledgee or waived its designee as successor Servicer, provided that at the sole discretion of) time of such appointment, the Trustee, to enable Servicing Rights Pledgee or such designee meets the Trustee to assure itself that any requirements of a successor Servicer has such acceptable qualifications, resources pursuant to Section 7.02(a) and experience, and such clause (v) is not intended agrees to be for subject to the benefit ofterms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall not thereafter be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trusteesuccessor.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee and the NIMS Insurer in writing and such proposed successor servicer is reasonably acceptable to the Trustee and the NIMS Insurer; and (b) each Rating Agency shall have delivered a letter to the Trustee and the NIMS Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates or the ratings that are in effect; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeNIMS Insurer.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreementlaw. Any such determination pursuant to the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Servicer and delivered to the Trustee. The No resignation of the Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Servicer's responsibilities responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations in accordance with Section 7.5 hereofunder this Agreement. Notwithstanding the limitations stated aboveExcept as expressly provided herein, the Servicer may shall not assign or transfer any of its obligationsrights, duties and rights benefits or privileges hereunder without the consent to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Certificateholdersduties, covenants or obligations to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, that however, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement. The Trustee and the Depositor hereby specifically (i) consent to the pledge and assignment by the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities right, title and obligations interest in, to and under this Agreement to the Servicing Rights Pledgee, for the benefit of certain lenders and (ii) provided that no Servicer Event of Termination exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall, in accordance with Section 7.5 7.02, appoint the Servicing Rights Pledgee or its designee 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 pursuant to Section 7.02(a) hereof and agrees to be subject to the terms of this Agreement. If, pursuant to any provision hereof, and (iv) the then-current rating duties of the Class A Certificates will not be reduced as Servicer are transferred to a result of such transfersuccessor servicer, and (v) the successor servicer has, in the reasonable opinion entire amount of the Trustee, Servicing Fee and other compensation payable to the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may pursuant hereto shall thereafter be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trusteesuccessor servicer.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreementlaw. Any such determination pursuant to the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Servicer and delivered to the Trustee. The No resignation of the Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Servicer's responsibilities responsibilities, duties, liabilities (other than those liabilities arising prior to the assumption of servicing duties by the Trustee or the appointment of such successor) and obligations under this Agreement. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in accordance with Section 7.5 hereof. Notwithstanding Sections 7.01 and 7.02 as obligations that survive the limitations stated aboveresignation or receipt of notice of termination of the Servicer Except as expressly provided in this Agreement, the Servicer may shall not assign or transfer any of its obligationsrights, duties and rights benefits or privileges hereunder without the consent to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, covenants or obligations and responsibilities to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, that however, no Sub-Servicer shall be a third-party beneficiary hereunder and the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and parties hereto shall not be relied upon or enforced by, required to recognize any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeSubservicer as an indemnitee under this Agreement.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreementlaw. Any such determination pursuant to the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Servicer and delivered to the Trustee. The No resignation of the Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Servicer's responsibilities responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided in accordance with Section 7.5 hereof. Notwithstanding the limitations stated abovethis Agreement, the Servicer may shall not assign or transfer any of its obligationsrights, duties and rights benefits or privileges hereunder without the consent to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, covenants or obligations and responsibilities to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, that however, no Sub-Servicer shall be a third-party beneficiary hereunder and the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and parties hereto shall not be relied upon or enforced by, required to recognize any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeSubservicer as an indemnitee under this Agreement.

Servicer Not to Resign. The Servicer With respect to the retention by PHH Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, PHH Mortgage acknowledges that the Purchaser has acted in reliance upon PHH Mortgage's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, PHH Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on itit except (i) with the approval of the Purchaser, except upon such approval not to be unreasonably withheld, or (ii) 3 Business Days following any determination that its duties hereunder are no longer permissible under applicable law or are in material conflict and such incapacity cannot be cured by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this AgreementPHH Mortgage. Any such determination permitting the transfer of the servicing rights or the resignation of the Servicer PHH Mortgage under Subsection (ii) hereof shall be evidenced by an Opinion opinion of Counsel counsel to such effect delivered to the TrusteePurchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser. The Servicer Without in any way limiting the generality of this Section 9.04, in the event that the Seller either shall notify each Rating Agency sell or otherwise dispose of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated aboveall or substantially all of its property or assets (including its rights hereunder), the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agencythe Purchaser, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and which consent shall not be relied unreasonably withheld, then the Purchaser shall have the right to terminate this Agreement upon notice given as set forth in Section 10.01, without any payment of any penalty or enforced by, damages and without any Certificateholder, and provided, furtherliability whatsoever to the Servicer or any third party; provided however, that any consent in the event a sale or merger as described above occurs without notice to the Seller or the Purchaser, the Purchaser agrees that upon its receipt of notice of such transfer sale or merger, it will not be unreasonably withheld review fully all information provided by the TrusteePurchaser regarding the successor servicer, including information regarding the adequacy of its servicing facilities, personnel, records and procedures, its integrity, reputation and financial standing, prior to making any determination to terminate this Agreement. In the event that such successor servicer is not acceptable to the Purchaser, the Purchaser shall have the right to terminate in its sole discretion, the successor servicer's rights under this servicing agreement.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Agreement. Any such determination permitting the resignation Agreement or (ii) upon satisfaction of the following conditions: (a) the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered has proposed a successor servicer to the Trustee. The Servicer shall notify Trustee and the NIMS Insurer in writing and such proposed successor servicer is reasonably acceptable to the Trustee and the NIMS Insurer and (b) each Rating Agency shall have delivered a letter to the Trustee and the NIMS Insurer prior to the appointment of any the successor servicer stating that the proposed appointment of such resignation. No successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Certificates; provided, however, that no such resignation by the Servicer shall become effective until a such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer's ’s responsibilities and obligations hereunder or the Trustee shall have designated, with the consent of the NIMS Insurer, a successor servicer in accordance with Section 7.5 hereof7.02. Notwithstanding the limitations stated aboveExcept as expressly provided herein, the Servicer may shall not assign or transfer any of its obligationsrights, duties and rights benefits or privileges hereunder without the consent to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, covenants or obligations and responsibilities to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, that however, no Sub-Servicer shall be a third-party beneficiary hereunder and the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and parties hereto shall not be relied upon or enforced by, required to recognize any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeSubservicer as an indemnitee under this Agreement.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities activi ties carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Company, the Administrator and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company, the Administrator, the Indenture Trustee and the Credit Enhancer; (b) each Rating Agency shall have delivered a letter to the Company, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Securities; and (c) such proposed successor servicer is reasonably acceptable to the Credit Enhancer, as evidenced by a letter to the Company and the Indenture Trustee; PROVIDED, HOWEVER, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Collateral, shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee, as pledgee of the Mortgage Collateral, shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. The Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Securityholder or the Credit Enhancer for any amounts paid by the Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeCredit Enhancer.

Servicer Not to Resign. The Subject to the provisions of Section 7.02 regarding the merger or consolidation of the Servicer into or with another entity, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except upon determination that the performance of its duties or obligations hereunder are is no longer permissible under applicable law or regulation or are in material conflict by reason of applicable law or regulation with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer it at the date of this Agreement. Any such determination permitting the resignation of the Servicer pursuant to this Section shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation pursuant to this Section 7.04 (a) shall become effective until the Trustee or a successor servicer shall have assumed the Servicer's responsibilities and obligations of the Servicer in accordance with Section 7.5 hereof8.02 or (b) shall relieve the Servicer of responsibility for any obligations pursuant to this Agreement that specifically survive the resignation or termination of the Servicer. Notwithstanding Each of the limitations stated aboveRating Agencies shall be given written notice of a resignation of the Servicer pursuant to this Section. If, at the time the Servicer is removed or resigned and the Trustee does not appoint a different successor servicer, then the Trustee shall become the successor servicer. Upon the termination or resignation of the Servicer, the Servicer also shall promptly (and in any event no later than 10 Business Days subsequent to such termination or resignation) deliver or cause to be delivered to the Trustee or successor servicer all the books and records (including, without limitation, records kept in electronic form) that the Servicer has maintained for the Mortgage Loans, including all tax bills, assessment notices, insurance premium notices and all other documents as well as all original documents then in the Servicer's possession. The Servicer may transfer retain copies of any such books and records. Any collections received by the Servicer after termination or resignation shall be endorsed by it and remitted directly and immediately to the Trustee or the successor servicer. The Servicer shall be entitled to receive the Monthly Servicing Fee through the day on which it is terminated as Servicer (which may be pro rated for a partial month). To the extent that the Servicer, at the time of its obligationstermination or resignation, duties has therefore expended any amounts as Monthly Advances or Servicing Advances with respect to any Mortgage Loan, which Monthly Advances or Servicing Advances remain unreimbursed as of such date ("Unrecovered Advances") the Servicer shall thereafter be entitled to receive from the successor servicer, monthly, such information as may be generated by the successor servicer as may be reasonably necessary to enable the Servicer to monitor the recovery of, and collection efforts undertaken with respect to, the Unrecovered Advances, which information will include details of collection activities, payment records and trial balances. To the extent that the successor servicer receives any amounts that relate to reimbursement for Unrecovered Advances made by the prior Servicer, such amounts shall be remitted to the prior Servicer on the related Distribution Date. To the extent that the Servicer, based upon the information supplied by the successor servicer, believes that any discrepancies exist between actual Unrecovered Advances received by the successor servicer and the amounts forwarded to the Servicer as recovered Unrecovered Advances, the Servicer and the successor servicer shall attempt in good faith to reconcile such discrepancies. The Servicer agrees to cooperate reasonably with the successor servicer in effecting the termination of the Servicer's servicing responsibilities and rights hereunder without and shall promptly provide to the consent successor servicer all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the successor servicer all amounts that then have been or should have been deposited in the Collection Account, or that are thereafter received with respect to the Mortgage Loans. The successor servicer shall not be held liable by reason of the Certificateholdersany failure to make, providedor any delay in making, that any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer obtains the prior written consent of each Rating Agencyto deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the transferee Servicer. The Servicer which is a FNMA- being terminated or FHLMC-approved servicer having a net worth is resigning shall give notice to the Mortgagors of not less than $15,000,000, (iii) the transfer of the servicing to the successor servicer assumes all servicer. Said notice shall be a joint notice of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, servicing transfer in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld form required by the Trusteeapplicable law.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is reasonably acceptable to the Trustee; (b) each Rating Agency shall have confirmed to the Trustee that the appointment of such proposed successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then-current ratings of the Offered Certificates; and (c) such proposed successor servicer has agreed in writing to assume the obligations of Servicer hereunder and the Servicer has delivered to the Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Servicer and the appointment of and acceptance by the proposed successor servicer have been satisfied; provided, however, that in the case of clause (i) above no such resignation by the Servicer shall become effective until the Trustee shall have assumed the Servicer’s responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 7.02; and, provided further that as a condition precedent to the effectiveness of any such resignation of the Servicer, the Servicer shall, at least 15 calendar days prior to the effective date of such resignation, provide written notice thereof to the Depositor, in form and substance reasonably satisfactory to the Depositor, containing all information reasonably requested by the Depositor in order for the Depositor to comply with its reporting obligations under Item 6.02 of Form 8-K. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) of the preceding paragraph shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Depositor, the Administrator and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Depositor, the Administrator, the Indenture Trustee and the Credit Enhancer; (b) each Rating Agency shall have delivered a letter to the Depositor, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Securities; and (c) such proposed successor servicer is reasonably acceptable to the Credit Enhancer, as evidenced by a letter to the Depositor and the Indenture Trustee; PROVIDED, HOWEVER, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Collateral, shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee, as pledgee of the Mortgage Collateral, shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. The Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Securityholder or the Credit Enhancer for any amounts paid by the Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeCredit Enhancer.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Agreement. Any such determination permitting the resignation Agreement or (ii) upon satisfaction of the following conditions: (a) the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered has proposed a successor servicer to the Trustee. The Servicer shall notify Trustee and the NIMS Insurer in writing and such proposed successor servicer is reasonably acceptable to the Trustee and the NIMS Insurer and (b) each Rating Agency shall have delivered a letter to the Trustee and the NIMS Insurer prior to the appointment of any the successor servicer stating that the proposed appointment of such resignation. No successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Certificates; provided, however, that no such resignation by the Servicer shall become effective until a such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer's ’s responsibilities and obligations hereunder or the Trustee shall have designated, with the consent of the NIMS Insurer, a successor servicer in accordance with Section 7.5 hereof7.02. Notwithstanding the limitations stated aboveExcept as expressly provided herein, the Servicer may shall not assign or transfer any of its obligationsrights, duties and rights benefits or privileges hereunder without the consent to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, covenants or obligations and responsibilities to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, that however, no Sub-Servicer shall be a third-party beneficiary hereunder and the foregoing clause parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement. Notwithstanding anything to the contrary which may be set forth above, the Trustee and the Depositor hereby specifically (vi) is intended solely consent to the pledge and assignment by the Servicer of all the Servicer’s right, title and interest in, to and under this Agreement to the Servicing Rights Pledgee, for the benefit of certain lenders, and (and may be exercised ii) provided that no Servicer Event of Termination exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall appoint the Servicing Rights Pledgee or waived its designee as successor Servicer, provided that at the sole discretion of) time of such appointment, the Trustee, to enable Servicing Rights Pledgee or such designee meets the Trustee to assure itself that any requirements of a successor Servicer has such acceptable qualifications, resources pursuant to Section 7.02(a) and experience, and such clause (v) is not intended agrees to be for subject to the benefit ofterms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall not thereafter be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trusteesuccessor.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) either (x) the Servicer has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is reasonably acceptable to the Trustee or (y) the Servicing Rights Pledgee has delivered to the Trustee a letter signed by the Servicer whereunder the Servicer resigns as Servicer under this Agreement pursuant to the second paragraph of this Section 6.04 or the second paragraph of Section 7.02(a); and (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates; or the ratings that are in effect; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer’s responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 7.02 or the second paragraph of this Section 6.04. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that Depositor hereby specifically (i) consent to the pledge and assignment by the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities ’s right, title and obligations in accordance with Section 7.5 hereofinterest in, to and (iv) under this Agreement to the then-current rating of the Class A Certificates will not be reduced as a result of such transferServicing Rights Pledgee, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of certain lenders, and (and may be exercised ii) provided that no Servicer Event of Default exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall appoint the Servicing Rights Pledgee or waived its designee as successor Servicer, provided that at the sole discretion of) time of such appointment, the Trustee, to enable Servicing Rights Pledgee or such designee meets the Trustee to assure itself that any requirements of a successor Servicer has such acceptable qualifications, resources pursuant to Section 7.02(a) and experience, and such clause (v) is not intended agrees to be for subject to the benefit ofterms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall not thereafter be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trusteesuccessor.

Servicer Not to Resign. The Subject to the provisions of Section 9.3, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, or (ii) upon satisfaction of the other activities following conditions: (a) the Servicer has proposed a successor servicer to the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Indenture Trustee; (b) such proposed successor servicer has agreed in writing to assume the obligations of Servicer hereunder and under each Basic Document to which it is a party and (c) the Servicer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Servicer so causing and the appointment of and acceptance by the proposed successor servicer have been satisfied; provided, however, that, in the case of clause (i) above, no such a conflict being of a type and nature carried on resignation by the Servicer at shall become effective until the Indenture Trustee shall have assumed the Servicer’s responsibilities and obligations hereunder or the Indenture Trustee shall have designated a successor servicer in accordance with Section 10.3 which shall have assumed such responsibilities and obligations. Any such resignation shall not relieve the Servicer of responsibility for any of its obligations hereunder arising prior to the effective date of this Agreementsuch resignation. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Indenture Trustee.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency shall have confirmed to the Indenture Trustee that the appointment of such proposed successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then-current rating of any Class of Notes; and (c) such proposed successor servicer has agreed in writing to assume the obligations of Servicer hereunder and the Servicer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Servicer and the appointment of and acceptance by the proposed successor servicer have been satisfied; provided, however, that in the case of clause (i) above no such resignation by the Servicer shall become effective until the Indenture Trustee shall have assumed the Servicer’s responsibilities and obligations hereunder or the Indenture Trustee shall have designated a successor servicer in accordance with Section 7.02; and, provided further that as a condition precedent to the effectiveness of any such resignation, the Servicer shall, at least 15 calendar days prior to the effective date of such resignation, provide written notice thereof to the Depositor, in form and substance reasonably satisfactory to the Depositor, containing all information reasonably requested by the Depositor in order for the Depositor to comply with its reporting obligations under Item 6.02 of Form 8-K. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Indenture Trustee.

Servicer Not to Resign. The Subject to the provisions of Section 5.01 and Section 4.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is reasonably acceptable to the Trustee and the Depositor; and (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Certificates; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 5.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 5.01 and 5.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreementlaw. Any such determination pursuant to the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Servicer and delivered to the Indenture Trustee. The No resignation of the Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until the Indenture Trustee or a successor servicer shall have assumed the Servicer's responsibilities ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the assumption of servicing duties by the Indenture Trustee or the appointment of such successor) and obligations under this Agreement. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in accordance with Section 7.5 hereof. Notwithstanding Sections 6.01 and 6.02 as obligations that survive the limitations stated aboveresignation or receipt of notice of termination of the Servicer Except as expressly provided in this Agreement, the Servicer may shall not assign or transfer any of its obligationsrights, duties and rights benefits or privileges hereunder without the consent to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, covenants or obligations and responsibilities to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, that however, no Sub-Servicer shall be a third-party beneficiary hereunder and the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and parties hereto shall not be relied upon or enforced by, required to recognize any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeSub-Servicer as an indemnitee under this Agreement.

Servicer Not to Resign. The Subject to the provisions of Section 5.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Indenture Trustee and the Insurer in writing and such proposed successor servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency shall have delivered a letter to the Indenture Trustee and the Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the qualification, reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) such proposed successor servicer is reasonably acceptable to the Insurer, as evidenced by a letter from the Insurer to the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until the Indenture Trustee or successor servicer designated by the Servicer as provided above shall have assumed the Servicer’s responsibilities and obligations hereunder or the Indenture Trustee shall have designated a successor servicer in accordance with Section 6.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the TrusteeIndenture Trustee and the Insurer. The Servicer shall notify each Rating Agency of have no claim (whether by subrogation or otherwise) or other action against any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, Noteholder or Residual Certificateholder for any amounts paid by the Servicer may transfer its obligations, duties and rights hereunder without the consent pursuant to any provision of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trusteethis Agreement.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-FHLMC- approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (a) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (b) upon satisfaction of the following conditions: (i) the Servicer shall have proposed a successor servicer to the Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Issuer, the Indenture Trustee and the Credit Enhancer; (ii) each Rating Agency shall have delivered a letter to the Issuer, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not cause a Rating Event, if determined without regard to the Policy; and (iii) such proposed successor servicer is reasonably acceptable to the Credit Enhancer, as evidenced by a letter to the Issuer and the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (a) above, the Indenture Trustee, as pledgee of the Home Loans, shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee, as pledgee of the Home Loans, shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeCredit Enhancer.

Servicer Not to Resign. The Servicer shall not may resign from the obligations and duties hereby imposed on it, except it upon a determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, it (the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreement). Any such determination permitting requiring the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Indenture Trustee. The Servicer shall notify each Rating Agency Unless applicable law requires the Servicer’s resignation to be effective immediately, and the Opinion of any such resignation. No Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until a the Indenture Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 4.06 or Section 5.02; provided that, if no successor servicer shall have assumed been so appointed and have accepted appointment within ninety (90) days after the Servicer's responsibilities and obligations in accordance with Section 7.5 hereofServicer has given notice of such resignation, the resigning Servicer may petition any court of competent jurisdiction for the appointment of a successor servicer. Notwithstanding the limitations stated aboveIn addition, the Servicer may transfer shall have the right to resign or assign its obligations, duties and servicing rights hereunder without the consent of the Certificateholders, provided, at any other time; provided that (i) a willing successor thereto (proposed by the resigning Servicer obtains and reasonably acceptable to the prior written consent of each Rating AgencyControlling Class Representative, if any) has been identified, (ii) the transferee is Indenture Trustee has received a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000Rating Agency Confirmation, (iii) the successor servicer assumes resigning party pays all of the Servicer's responsibilities costs and obligations expenses in accordance connection with Section 7.5 hereofsuch transfer, and (iv) the then-current rating successor accepts appointment prior to the effectiveness of such resignation or assignment and accepts the duties and obligations of the Class A Certificates will not be reduced as a result of such transfer, Servicer under this Agreement and the other Transaction Documents and (v) the successor servicer has, in the reasonable opinion Indenture Trustee receives prior written notice of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of such appointment. The Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon permitted to resign except as contemplated above in this Section 4.04 or enforced byas contemplated in Section 6.02. Consistent with the foregoing, the Servicer shall not (except in connection with any Certificateholderresignation thereby permitted pursuant to the prior paragraph or as otherwise expressly provided herein, including the provisions of Sections 2.13, 4.02 and provided6.02) assign or transfer any of its rights, furtherbenefits or privileges hereunder to any other Person. Upon resignation in accordance with this Section 4.04, that any consent the Servicer shall be entitled to such transfer will not be unreasonably withheld by receive all unpaid fees due in accordance with Section 2.04 and reimbursement for Advances, including the Trusteeapplicable Advance Interest and Additional Issuer Expenses.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- FNMA or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementServicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Issuer and the Indenture Trustee, (b) each Rating Agency shall have delivered a letter to the Issuer, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the qualification, reduction or withdrawal of the then current rating of the Securities, if determined without regard to the Credit Enhancement Instrument; and (c) such proposed successor servicer is acceptable to the Credit Enhancer, as evidenced by a letter to the Issuer and the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Home Equity Loans, shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee, as pledgee of the Home Equity Loans, shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeCredit Enhancer.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Company, the Administrator and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company, the Administrator, the Indenture Trustee and the Credit Enhancer; (b) each Rating Agency shall have delivered a letter to the Company, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Securities; and (c) such proposed successor servicer is reasonably acceptable to the Credit Enhancer, as evidenced by a letter to the Company and the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Collateral, shall have assumed the Servicer’s responsibilities and obligations hereunder or the Indenture Trustee, as pledgee of the Mortgage Collateral, shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. The Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Securityholder or the Credit Enhancer for any amounts paid by the Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeCredit Enhancer.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee and the NIMS Insurer in writing and such proposed successor servicer is reasonably acceptable to the Trustee and the NIMS Insurer and (b) each Rating Agency shall have delivered a letter to the Trustee and the NIMS Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Certificates; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer’s responsibilities and obligations hereunder or the Trustee shall have designated, with the consent of the NIMS Insurer, a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS Insurer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeNIMS Insurer.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Company, the Administrator and the Indenture Trustee in writ ing and such proposed successor servicer is reasonably acceptable to the Company, the Administrator, the Indenture Trustee and the Credit Enhancer; (b) each Rating Agency shall have delivered a letter to the Company, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Securities; and (c) such proposed successor servicer is reasonably acceptable to the Credit Enhancer, as evidenced by a letter to the Company and the Indenture Trustee; PROVIDED, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Collateral, shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee, as pledgee of the Mortgage Collateral, shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. The Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Securityholder or the Credit Enhancer for any amounts paid by the Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeCredit Enhancer.

Servicer Not to Resign. The Subject to the provisions of Section 5.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Indenture Trustee and the Insurer in writing and such proposed successor servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency shall have delivered a letter to the Indenture Trustee and the Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the qualification, reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) such proposed successor servicer is reasonably acceptable to the Insurer, as evidenced by a letter from each to the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until the Indenture Trustee or successor servicer designated by the Servicer as provided above shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee shall have designated a successor servicer in accordance with Section 6.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the TrusteeIndenture Trustee and the Insurer. The Servicer shall notify each Rating Agency of have no claim (whether by subrogation or otherwise) or other action against any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, Noteholder or Residual Certificateholder for any amounts paid by the Servicer may transfer its obligations, duties and rights hereunder without the consent pursuant to any provision of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trusteethis Agreement.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (a) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (b) upon satisfaction of the following conditions: (i) the Servicer shall have proposed a successor servicer to the Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Issuer, the Indenture Trustee and the Enhancer; (ii) each Rating Agency shall have delivered a letter to the Issuer, the Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not cause a Rating Event, if determined without regard to the Policy; and (iii) such proposed successor servicer is reasonably acceptable to the Enhancer, as evidenced by a letter to the Issuer and the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (a) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Servicer’s responsibilities and obligations hereunder or the Indenture Trustee, as pledgee of the Mortgage Loans, shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeEnhancer.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason (ii) upon satisfaction of applicable law with any other activities carried on by itthe following conditions: (a) the Servicer has proposed a successor servicer to the Trust, the other activities Trustee and the Certificate Administrator in writing and such proposed successor servicer is reasonably acceptable to the Trustee and the Certificate Administrator; and (b) each Rating Agency shall have delivered a letter to the Trust, the Trustee, and the Certificate Administrator prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer so causing hereunder will not result in the reduction or withdrawal of then current rating of the Certificates; provided, however, that no such a conflict being of a type and nature carried on resignation by the Servicer at shall become effective until such successor servicer or, in the date case of (i) above, the Certificate Administrator or its designee as successor Servicer shall have assumed the Servicer's responsibilities and obligations hereunder or the Trustee or its designee as successor Servicer shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. The Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Certificateholder for any amounts paid by the Servicer pursuant to any provision of this Pooling and Agreement. Any such determination permitting the resignation of the Servicer under clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereofCertificate Administrator, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and the second paragraph of Section 7.02, Section 6.02 and the second paragraph of this Section 6.04, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is reasonably acceptable to the Trustee; and (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates or the ratings that are in effect; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer’s responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Notwithstanding anything to the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated contrary which may be set forth above, the Servicer may transfer its obligations, duties Trustee and rights hereunder without the consent of the Certificateholders, provided, that Depositor hereby specifically (i) consent to the pledge and assignment by the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities ’s right, title and obligations in accordance with Section 7.5 hereofinterest in, to and (iv) under this Agreement to the then-current rating of the Class A Certificates will not be reduced as a result of such transferServicing Rights Pledgee, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of certain lenders, and (and may be exercised ii) provided that no Servicer Event of Termination exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall appoint the Servicing Rights Pledgee or waived its designee as successor Servicer, provided that at the sole discretion of) time of such appointment, the Trustee, to enable Servicing Rights Pledgee or such designee meets the Trustee to assure itself that any requirements of a successor Servicer has such acceptable qualifications, resources pursuant to Section 7.02(a) and experience, and such clause (v) is not intended agrees to be for subject to the benefit ofterms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall not thereafter be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trusteesuccessor.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreementlaw. Any such determination pursuant to the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Servicer and delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignationMaster Servicer. No such resignation of the Servicer shall become effective until the Servicer appoints a successor servicer and the successor servicer shall have assumed the Servicer's responsibilities ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the assumption of servicing duties by the Successor Servicer) and obligations under this Agreement. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in accordance with Section 7.5 hereof. Notwithstanding Sections 6.01 and 6.02 as obligations that survive the limitations stated aboveresignation or receipt of notice of termination of the Servicer Except as expressly provided in this Agreement, the Servicer may shall not assign or transfer any of its obligationsrights, duties and rights benefits or privileges hereunder without the consent to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, covenants or obligations and responsibilities to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, that however, no Sub-Servicer shall be a third-party beneficiary hereunder and the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and parties hereto shall not be relied upon or enforced by, required to recognize any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeSub-Servicer as an indemnitee under this Agreement.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.06, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Owner in writing and such proposed successor servicer is acceptable to the Owner and (b) if any Mortgage Loan has been subject to a Securitization Transaction, (1) each Rating Agency shall have delivered a letter to the related trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of any certificates issued with respect to such Securitization Transaction, and (2) the Servicer has obtained the prior written consent of the trustee and the certificate insurer, which consent shall not be unreasonably withheld; provided that in each case, there must be delivered to the trustee and the master servicer a letter from each Rating Agency to the effect that such transfer of servicing or sale or disposition of assets will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the certificates (and with respect to the insured certificates, without regard to the certificate insurance policy). Notwithstanding the foregoing, no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Owner shall have assumed the Servicer's responsibilities and obligations hereunder or the Owner shall have designated a successor servicer in accordance with Section 6.06. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 6.06 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereofOwner. Notwithstanding anything to the limitations stated abovecontrary herein, for so long as Select Portfolio Servicing, Inc. is the Servicer hereunder, it may transfer pledge or assign as collateral all its obligationsrights, duties title and rights hereunder without interest under this Agreement relating to the consent servicing and administration of the CertificateholdersMortgage Loans to a lender (the “Lender”), provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.that:

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Agreement. Any such determination permitting the resignation Agreement or (ii) upon satisfaction of the following conditions: (a) the Servicer shall be evidenced by an Opinion of Counsel has proposed a successor servicer to the Trustee and the NIMS Insurer in writing and such effect delivered proposed successor servicer is reasonably acceptable to the Trustee. The Servicer shall notify , the Depositor and the NIMS Insurer and the requirements of Section 7.02 and (b) each Rating Agency shall have delivered a letter to the Trustee and the NIMS Insurer prior to the appointment of any the successor servicer stating that the proposed appointment of such resignation. No successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Certificates; provided, however, that no such resignation by the Servicer shall become effective until a such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer's ’s responsibilities and obligations hereunder or the Trustee shall have designated, with the consent of the NIMS Insurer, a successor servicer in accordance with Section 7.5 hereof7.02. Notwithstanding the limitations stated aboveExcept as expressly provided in this Agreement, the Servicer may shall not assign or transfer any of its obligationsrights, duties and rights benefits or privileges hereunder without the consent to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, covenants or obligations and responsibilities to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, that however, no Sub-Servicer shall be a third-party beneficiary hereunder and the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and parties hereto shall not be relied upon or enforced by, required to recognize any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeSubservicer as an indemnitee under this Agreement.

Servicer Not to Resign. The Subject to the provisions of Section 5.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason (ii) upon satisfaction of applicable law with any other activities carried on by itthe following conditions: (a) the Servicer has proposed a successor servicer to the Issuer, the other activities Bond Insurer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Issuer and the Indenture Trustee; (b) each Rating Agency shall have delivered a letter to the Issuer, the Bond Insurer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer so causing hereunder will not result in the reduction or withdrawal of the then current rating of the Bonds or the then current rating of the Bonds without taking into account the Bond Insurance Policy; and (c) such proposed successor servicer is acceptable to the Bond Insurer, as evidenced by a conflict being of a type letter to the Issuer, the Servicer and nature carried on the Indenture Trustee; provided, however, that no such resignation by the Servicer at shall become effective until such successor servicer or, in the date case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee, as pledgee of the Mortgage Loans, shall have designated a successor servicer in accordance with Section 6.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Servicer. The Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Bondholder or the Bond Insurer for any amounts paid by the Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeBond Insurer.

Servicer Not to Resign. The Subject to the provisions of Section 7.2 and the last sentence of this paragraph, the Servicer shall not resign from the obligations and duties hereby imposed on itit (i) for so long as the Trust holds Trust Balances of one or more Common Mortgage Loans, unless it has resigned from its obligations and duties as servicer under all Prior Trust Pooling and Servicing Agreements applicable to such Common Mortgage Loans or (ii) except upon determination that the performance of its obligations or duties hereunder are is no longer permissible under applicable law or are is in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or other affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or such subsidiaries or other affiliates at the date of this Agreement. For so long as the Trust holds Trust Balances of one or more Common Mortgage Loans, the determination set forth in clause (ii) shall provide the basis for the Servicer's resignation only if the Servicer simultaneously resigns from its obligations and duties as servicer under the Prior Trust Pooling and Servicing Agreements applicable to such Common Mortgage Loans. For so long as the Trust holds Trust Balances of one or more Common Mortgage Loans, the Servicer shall resign from its obligations and duties hereunder promptly upon any resignation from its obligations and duties as servicer under the Prior Trust Pooling and Servicing Agreements applicable to such Common Mortgage Loans. Any such resignation under Section 7.5 shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 8.1 and 8.2 as obligations that survive the resignation or termination of the Servicer; provided, however, that no resignation by the Servicer shall become effective -------- ------- until the Trustee or a successor servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.2. The Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Certificateholder for any amounts paid by the Servicer pursuant to any provision of this Agreement. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeCertificate Insurer.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee and the NIMS Insurer in writing and such proposed successor servicer is reasonably acceptable to the Trustee and the NIMS Insurer and (b) each Rating Agency shall have delivered a letter to the Trustee and the NIMS Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Certificates; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer's responsibilities and obligations hereunder or the Trustee shall have designated, with the consent of the NIMS Insurer, a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS Insurer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeNIMS Insurer.

Servicer Not to Resign. The Subject to the provisions of Section 7.02 regarding the merger or consolidation of the Servicer into or with another entity, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its duties or obligations hereunder are is no longer permissible under applicable law or regulation or are in material conflict by reason of applicable law or regulation with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer it at the date of this AgreementAgreement or (ii) upon satisfaction of each of the following conditions: (a) the Servicer has proposed a successor servicer in accordance with the limitations of Section 8.02 (an "Approved Servicer") to the Seller, the Depositor and the Trustee in writing and such proposed Approved Servicer is reasonably acceptable to the Seller, the Depositor and the Trustee, (b) the Approved Servicer shall undertake the duties of the Servicer on the same terms and conditions as set forth herein or as otherwise agreed to by the Seller, the Depositor and the Trustee and (c) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the Approved Servicer stating that the proposed appointment of such Approved Servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current ratings of the Offered Certificates; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Approved Servicer shall have assumed the Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 8.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 8.01 and 8.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Seller, the Depositor and the Trustee. Each of the Rating Agencies shall be given written notice of a resignation of the Servicer pursuant to this Section. If, at the time the Servicer is removed or resigned and the Trustee does not appoint a different successor servicer, then the Trustee shall become the successor servicer. Upon the termination or resignation of the Servicer, the Servicer also shall promptly (and in any event no later than 10 Business Days subsequent to such termination or resignation) deliver or cause to be delivered to the Trustee or successor servicer all the books and records (including, without limitation, records kept in electronic form) that the Servicer has maintained for the Mortgage Loans, including all tax bills, assessment notices, insurance premium notices and all other documents as well as all original documents then in the Servicer's possession. The Servicer may retain copies of any such books and records. Any collections received by the Servicer after termination or resignation shall be endorsed by it and remitted directly and immediately to the Trustee or the successor servicer. The Servicer shall notify each Rating Agency be entitled to be reimbursed from the Trust at the time of termination or resignation the Monthly Servicing Fee through the day on which it is terminated or resigns as Servicer (which may be pro rated for a partial month). To the extent that the Servicer, at the time of its termination or resignation, has therefore expended any amounts as Monthly Advances or Servicing Advances with respect to any Mortgage Loan, which Monthly Advances or Servicing Advances remain unreimbursed as of such resignationdate ("Unrecovered Advances") the Servicer shall thereafter be entitled to receive from the successor servicer, monthly, such information as may be generated by the successor servicer as may be reasonably necessary to enable the Servicer to monitor the recovery of, and collection efforts undertaken with respect to, the Unrecovered Advances, which information will include details of collection activities, payment records and trial balances. No To the extent that the successor servicer receives any amounts that relate to reimbursement for Unrecovered Advances made by the prior Servicer, such resignation amounts shall become effective until a be remitted to the prior Servicer on the related Distribution Date. To the extent that the Servicer, based upon the information supplied by the successor servicer, believes that any discrepancies exist between actual Unrecovered Advances received by the successor servicer and the amounts forwarded to the Servicer as recovered Unrecovered Advances, the Servicer and the successor servicer shall have assumed attempt in good faith to reconcile such discrepancies. The Servicer agrees to cooperate reasonably with the successor servicer in effecting the termination of the Servicer's servicing responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without and shall promptly provide to the consent successor servicer all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the successor servicer all amounts that then have been or should have been deposited in the Collection Account, or that are thereafter received with respect to the Mortgage Loans. The successor servicer shall not be held liable by reason of the Certificateholdersany failure to make, providedor any delay in making, that any distribution hereunder or any portion thereof caused by (i) the failure of the Servicer obtains the prior written consent of each Rating Agencyto deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the transferee Servicer. The Servicer which is a FNMA- being terminated or FHLMC-approved servicer having a net worth is resigning shall give notice to the Mortgagors of not less than $15,000,000, (iii) the transfer of the servicing to the successor servicer assumes all servicer. Said notice shall be a joint notice of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, servicing transfer in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld form required by the Trusteeapplicable law.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreementlaw. Any such determination pursuant to the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Servicer and delivered to the Indenture Trustee. The No resignation of the Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until the Indenture Trustee or a successor servicer Servicer shall have assumed the Servicer's responsibilities ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations in accordance with Section 7.5 hereofunder this Servicing Agreement. Notwithstanding the limitations stated aboveExcept as expressly provided herein, the Servicer may shall not assign or transfer any of its obligationsrights, duties and rights benefits or privileges hereunder without the consent to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, covenants or obligations and responsibilities to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and parties hereto shall not be relied upon or enforced byrequired to recognize any Sub-Servicer as an indemnitee under this Servicing Agreement. If, pursuant to any Certificateholderprovision hereof, the duties of the Servicer are transferred to a successor servicer, the entire amount of the Servicing Fee and provided, further, that any consent other compensation payable to the Servicer pursuant hereto shall thereafter be payable to such transfer will not be unreasonably withheld by the Trusteesuccessor servicer.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) either (x) the Servicer has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is reasonably acceptable to the Trustee or (y) the Servicing Rights Pledgee has delivered to the Trustee a letter signed by the Servicer whereunder the Servicer resigns as Servicer under this Agreement pursuant to the second paragraph of this Section 6.04 or the second paragraph of Section 7.02(a); and (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates; or the ratings that are in effect; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 7.02 or the second paragraph of this Section 6.04. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Trustee and the Depositor hereby specifically (i) consent to the pledge and assignment by the Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed all the Servicer's responsibilities right, title and obligations in accordance with Section 7.5 hereof. Notwithstanding interest in, to and under this Agreement to the limitations stated aboveServicing Rights Pledgee, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of certain lenders, and (and may be exercised ii) provided that no Servicer Event of Default exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall appoint the Servicing Rights Pledgee or waived its designee as successor Servicer, provided that at the sole discretion of) time of such appointment, the Trustee, to enable Servicing Rights Pledgee or such designee meets the Trustee to assure itself that any requirements of a successor Servicer has such acceptable qualifications, resources pursuant to Section 7.02(a) and experience, and such clause (v) is not intended agrees to be for subject to the benefit ofterms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall not thereafter be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trusteesuccessor.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreementlaw. Any such determination pursuant to the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Servicer and delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignationTrustee and the NIMS Insurer. No such resignation of the Servicer shall become effective until the Trustee or a successor servicer acceptable to the NIMS Insurer shall have assumed the Servicer's responsibilities responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided in accordance with Section 7.5 hereof. Notwithstanding the limitations stated abovethis Agreement, the Servicer may shall not assign or transfer any of its obligationsrights, duties and rights benefits or privileges hereunder without the consent to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, covenants or obligations and responsibilities to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, that however, no Sub-Servicer shall be a third-party beneficiary hereunder and the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and parties hereto shall not be relied upon or enforced by, required to recognize any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeSubservicer as an indemnitee under this Agreement.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each the Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each the Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, without regard to the guaranty provided by the Class A-3 Policy, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is reasonably acceptable to the Trustee; and (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates or the ratings that are in effect; PROVIDED, HOWEVER, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Trustee and the Depositor hereby specifically (i) consent to the pledge and assignment by the Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed all the Servicer's responsibilities right, title and obligations in accordance with Section 7.5 hereof. Notwithstanding interest in, to and under this Agreement to the limitations stated aboveServicing Rights Pledgee, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of certain lenders, and (and may be exercised ii) provided that no Servicer Event of Termination exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall appoint the Servicing Rights Pledgee or waived its designee as successor Servicer, provided that at the sole discretion of) time of such appointment, the Trustee, to enable Servicing Rights Pledgee or such designee meets the Trustee to assure itself that any requirements of a successor Servicer has such acceptable qualifications, resources pursuant to Section 7.02(a) and experience, and such clause (v) is not intended agrees to be for subject to the benefit ofterms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor, the entire amount of the 106 Servicing Fee and other compensation payable to the Servicer pursuant hereto shall not thereafter be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trusteesuccessor.

Servicer Not to Resign. The Subject to the provisions of Section 7.02, the Servicer shall not resign from the obligations and duties hereby imposed on itit (i) for so long as the Trust owns Trust Balances of one or more Common Mortgage Loans, unless it has resigned from its obligations and duties as servicer under all Prior Trust Pooling and Servicing Agreements applicable to such Common Mortgage Loans or (ii) except upon determination that the performance of its duties hereunder are is no longer permissible under applicable law or are is in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or other affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or such subsidiaries or other affiliates at the date of this Agreement. For so long as the Trust owns Trust Balances of one or more Common Mortgage Loans, the determination set forth in clause (ii) shall provide the basis for the Servicer's resignation only if the Servicer simultaneously resigns from its obligations and duties as servicer under the Prior Trust Pooling and Servicing Agreements applicable to such Common Mortgage Loans. For so long as the Trust owns Trust Balances of one or more Common Mortgage Loans, the Servicer shall resign from its obligations and duties hereunder promptly upon any resignation from its obligations and duties as servicer under the Prior Trust Pooling and Servicing Agreements applicable to such Common Mortgage Loans. Any such resignation under this Section 7.04 shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 8.01 and 8.02 as obligations that survive the resignation or termination of the Servicer; provided, however, that no resignation by the Servicer shall become effective until the Trustee or a successor servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.02. The Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Certificateholder for any amounts paid by the Servicer pursuant to any provision of this Agreement. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeCertificate Insurer.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason (ii) upon satisfaction of applicable law with any other activities carried on by itthe following conditions: (a) the Servicer has proposed a successor servicer to the Trust, the other activities Trustee and the Certificate Administrator in writing and such proposed successor servicer is reasonably acceptable to the Trustee and the Certificate Administrator; and (b) each Rating Agency shall have delivered a letter to the Trust, the Trustee, and the Certificate Administrator prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer so causing hereunder will not result in the reduction or withdrawal of the then current rating of the Certificates; provided, however, that no such a conflict being of a type and nature carried on resignation by the Servicer at shall become effective until such successor servicer or, in the date case of (i) above, the Certificate Administrator or its designee as successor Servicer shall have assumed the Servicer's responsibilities and obligations hereunder or the Trustee or its designee as successor Servicer shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. The Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Certificateholder for any amounts paid by the Servicer pursuant to any provision of this Pooling and Agreement. Any such determination permitting the resignation of the Servicer under clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereofCertificate Administrator, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (a) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (b) upon satisfaction of the following conditions: (i) the Servicer shall have proposed a successor servicer to the Issuer, the Indenture Trustee and the Enhancer in writing and such proposed successor servicer is reasonably acceptable to the Issuer, the Indenture Trustee and the Enhancer; (ii) each Rating Agency shall have delivered a letter to the Issuer, the Enhancer and the Indenture Trustee prior to the appointment of the successor Servicer stating that the proposed appointment of such successor Servicer as Servicer hereunder will not cause a Rating Event, if determined without regard to the Policy; and (iii) such proposed successor Servicer is reasonably acceptable to the Enhancer, as evidenced by a letter to the Issuer and the Indenture Trustee, provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (a) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee, as pledgee of the Mortgage Loans, shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeEnhancer.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except (x) upon the determination that (i) the performance of its duties hereunder are is no longer permissible under applicable law Requirements of Law (other than the charter and by-laws of Servicer) and (ii) there is no reasonable action which Servicer could take to make the performance of its duties hereunder permissible under such Requirements of Law, (y) as may be required, in connection with Servicer’s consolidation with, or are in material conflict by reason of applicable law with merger into any other activities carried on by itcorporation or Servicer’s conveyance or transfer of its properties and assets substantially as an entirety to any person in each case, the other activities of the in accordance with Section 5.2, or (z) it finds a replacement Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreementthat is an Eligible Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (x) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until Indenture Trustee or a successor servicer Successor Servicer shall have assumed the Servicer's responsibilities and obligations of Servicer in accordance with Section 7.5 hereof7.2. If within 120 days of the date of the determination that Servicer may no longer act as Servicer, and if Indenture Trustee is unable to appoint a Successor Servicer, Indenture Trustee shall serve as Successor Servicer. Notwithstanding the limitations stated aboveforegoing, the Servicer may transfer its obligationsIndenture Trustee shall, duties and rights hereunder without the consent if it is legally unable so to act, petition a court of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer competent jurisdiction to appoint any established institution having a net worth of not less than $15,000,000, (iii) 50,000,000 and whose regular business includes the successor servicer assumes all servicing of credit card accounts as the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Successor Servicer hereunder; provided. Indenture Trustee shall give prompt notice to each Rating Agency and each Enhancement Provider, that if any, entitled thereto under the foregoing clause (v) is intended solely for applicable Indenture Supplement upon the benefit appointment of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trusteea Successor Servicer.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreementlaw. Any such determination pursuant to the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Servicer and delivered to the Trustee. The No resignation of the Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Servicer's responsibilities ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations in accordance with Section 7.5 hereofunder this Agreement. Notwithstanding the limitations stated aboveExcept as expressly provided herein, the Servicer may shall not assign or transfer any of its obligationsrights, duties and rights benefits or privileges hereunder without the consent to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, covenants or obligations and responsibilities to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, that however, no Sub-Servicer shall be a third-party beneficiary hereunder and the foregoing clause parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement. The Trustee and the Depositor hereby specifically (vi) is intended solely consent to the pledge and assignment by the Servicer of all of the Servicer’s right, title and interest in, to and under this Agreement to the Servicing Rights Pledgee, for the benefit of certain lenders and (and may be exercised ii) provided that no Servicer Event of Termination exists, agree that ten (10) Business Days following delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall, in accordance with Section 7.02, appoint the Servicing Rights Pledgee or waived its designee as successor Servicer, provided that at the sole discretion of) time of such appointment, the Trustee, to enable Servicing Rights Pledgee or such designee meets the Trustee to assure itself that any requirements of a successor Servicer has such acceptable qualifications, resources pursuant to Section 7.02(a) hereof and experience, and such clause (v) is not intended agrees to be for subject to the benefit ofterms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor servicer, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall not thereafter be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trusteesuccessor servicer.

Servicer Not to Resign. The Subject to the provisions of Section 6.02 above, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency shall have delivered a letter to the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Class A Notes; and (c) such proposed successor servicer is reasonably acceptable to the Insurer, as evidenced by a letter to the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee shall have assumed the Servicer’s responsibilities and obligations hereunder or the Indenture Trustee shall have designated a successor servicer in accordance with Section 7.02 below. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 below as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeInsurer.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) either (x) the Servicer has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is reasonably acceptable to the Trustee or (y) the Servicing Rights Pledgee has delivered to the Trustee a letter signed by the Servicer whereunder the Servicer resigns as Servicer under this Agreement pursuant to the second paragraph of this Section 6.04 or the second paragraph of Section 7.02(a); and (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates; or the ratings that are in effect; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with the second paragraph of this Section 6.04 or with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Trustee and the Depositor hereby specifically (i) consent to the pledge and assignment by the Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed all the Servicer's responsibilities right, title and obligations in accordance with Section 7.5 hereof. Notwithstanding interest in, to and under this Agreement to the limitations stated aboveServicing Rights Pledgee, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of certain lenders, and (and may be exercised ii) provided that no Servicer Event of Termination exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall appoint the Servicing Rights Pledgee or waived its designee as successor Servicer, provided that at the sole discretion of) time of such appointment, the Trustee, to enable Servicing Rights Pledgee or such designee meets the Trustee to assure itself that any requirements of a successor Servicer has such acceptable qualifications, resources pursuant to Section 7.02(a) and experience, and such clause (v) is not intended agrees to be for subject to the benefit ofterms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall not thereafter be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trusteesuccessor.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, Section 7.01 and Section 7.02 herein, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency shall have delivered a letter to the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Notes; and (c) such proposed successor servicer is reasonably acceptable to the Insurer, as evidenced by a letter to the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee shall have designated a successor servicer in accordance with Section 7.02 below. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 below as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeInsurer.

Servicer Not to Resign. The Servicer shall not may resign from the obligations and duties hereby imposed on it, except upon a determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, it (the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreement). Any such determination permitting requiring the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee. The Servicer shall notify each Rating Agency Unless applicable law requires the Servicer’s resignation to be effective immediately, and the Opinion of any such resignation. No Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until a the Trustee or other successor servicer shall have assumed the Servicer's responsibilities and obligations of the resigning party in accordance with Section 7.5 hereof6.06 or Section 7.02; provided that, if no successor Servicer shall have been so appointed and have accepted appointment within 90 days after the Servicer has given notice of such resignation, the resigning Servicer may petition any court of competent jurisdiction for the appointment of a successor Servicer. Notwithstanding the limitations stated aboveIn addition, the Servicer may transfer shall have the right to resign or assign its obligations, duties and servicing rights hereunder without at any other time; provided that a willing successor thereto (proposed by the consent of the Certificateholders, provided, that (iresigning Servicer) the Servicer obtains the prior written consent of each Rating Agencyhas been identified, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000Trustee has received Rating Agency Confirmation, (iii) the successor servicer assumes resigning party pays all costs and expenses in connection with such transfer of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereofservicing, and (iv) the then-current rating successor accepts appointment prior to the effectiveness of such resignation or assignment and accepts the duties and obligations of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor under this Agreement. The Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon permitted to resign except as contemplated above in this Section 6.04 and in Section 3.23. Consistent with the foregoing, the Servicer shall not (except in connection with any resignation thereby permitted pursuant to the prior paragraph or enforced byas otherwise expressly provided herein, including the provisions of Section 3.22, Section 3.23 and/or Section 6.02) assign or transfer any Certificateholderof its rights, and provided, further, that benefits or privileges hereunder to any consent to such transfer will not be unreasonably withheld by the Trusteeother Person.

Servicer Not to Resign. The Subject to the provisions of Section 7.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Agreement, or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is reasonably acceptable to the Trustee; (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Class A or Class A-IO Certificates without giving effect to the Certificate Insurance Policy; and (c) such proposed successor servicer is reasonably acceptable to the Certificate Insurer, as evidenced by a letter to the Trustee; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer’s responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 8.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 8.01 and 8.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Certificate Insurer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeCertificate Insurer.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Company, the Administrator and the Indenture Trustee in writ ing and such proposed successor servicer is reasonably acceptable to the Company, the Administrator, the Indenture Trustee and the Credit Enhancer; (b) each Rating Agency shall have delivered a letter to the Company, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Securities; and (c) such proposed successor servicer is reasonably acceptable to the Credit Enhancer, as evidenced by a letter to the Company and the Indenture Trustee; PROVIDED, HOWEVER, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Collateral, shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee, as pledge of the Mortgage Collateral, shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. The Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Securityholder or the Credit Enhancer for any amounts paid by the Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeCredit Enhancer.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Company, the Administrator and the Indenture Trustee in writ ing and such proposed successor servicer is reasonably acceptable to the Company, the Administrator, the Indenture Trustee and the Credit Enhancer; (b) each Rating Agency shall have delivered a letter to the Company, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Securities; and (c) such proposed successor servicer is reasonably acceptable to the Credit Enhancer, as evidenced by a letter to the Company and the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Collateral, shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee, as pledge of the Mortgage Collateral, shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. The Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Securityholder or the Credit Enhancer for any amounts paid by the Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeCredit Enhancer.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02 hereof, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that its the performance of the Servicer's obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itthe Servicer or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or the Servicer Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor Servicer to the Trustee in writing and such proposed successor Servicer is acceptable to the Trustee, (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor Servicer stating that the proposed appointment of such successor Servicer as the Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of clause (i) above, the Trustee shall have assumed the Servicer's responsibilities and obligations hereunder or, in the case of clause (ii) above, the Trustee shall have designated a successor servicer in accordance with Section 7.02 hereof. Any such resignation shall not relieve the resigning Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 hereof as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is reasonably acceptable to the Trustee; and (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates; or the ratings that are in effect; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Trustee and the Depositor hereby specifically (i) consent to the pledge and assignment by the Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed all the Servicer's responsibilities right, title and obligations in accordance with Section 7.5 hereof. Notwithstanding interest in, to and under this Agreement to the limitations stated aboveServicing Rights Pledgee, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of certain lenders, and (and may be exercised ii) provided that no Servicer Event of Termination exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall appoint the Servicing Rights Pledgee or waived its designee as successor Servicer, provided that at the sole discretion of) time of such appointment, the Trustee, to enable Servicing Rights Pledgee or such designee meets the Trustee to assure itself that any requirements of a successor Servicer has such acceptable qualifications, resources pursuant to Section 7.02(a) and experience, and such clause (v) is not intended agrees to be for subject to the benefit ofterms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall not thereafter be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trusteesuccessor.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreementlaw. Any such determination pursuant to the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Servicer and delivered to the Trustee. The No resignation of the Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Servicer's responsibilities responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations in accordance with Section 7.5 hereofunder this Agreement. Notwithstanding the limitations stated aboveExcept as expressly provided herein, the Servicer may shall not assign or transfer any of its obligationsrights, duties and rights benefits or privileges hereunder without the consent to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Certificateholdersduties, covenants or obligations to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, that however, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement. The Trustee and the Depositor hereby specifically (i) consent to the pledge and assignment by the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities right, title and obligations interest in, to and under this Agreement to the Servicing Rights Pledgee, for the benefit of certain lenders and (ii) provided that a Servicer Event of Termination exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall, in accordance with Section 7.5 7.02, appoint the Servicing Rights Pledgee or its designee 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 pursuant to Section 7.02(a) hereof and agrees to be subject to the terms of this Agreement. If, pursuant to any provision hereof, and (iv) the then-current rating duties of the Class A Certificates will not be reduced as Servicer are transferred to a result of such transfersuccessor servicer, and (v) the successor servicer has, in the reasonable opinion entire amount of the Trustee, Servicing Fee and other compensation payable to the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may pursuant hereto shall thereafter be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trustee.successor servicer. 121

Servicer Not to Resign. The Subject to the provisions of Section 7.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is reasonably acceptable to the Trustee [and the Certificate Insurer]; (b) each Rating Agency shall have confirmed to the Trustee that the appointment of such proposed successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then-current ratings of the Class [A] and Class [IO] Certificates; and (c) such proposed successor servicer has agreed in writing to assume the obligations of Servicer hereunder and the Servicer has delivered to the Trustee an Opinion of Counsel to the effect that all conditions precedent to the resignation of the Servicer and the appointment of and acceptance by the proposed successor servicer have been satisfied; provided, however, that in the case of clause (i) above no such resignation by the Servicer shall become effective until (x) the Trustee shall have assumed the Servicer’s responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 8.02 and (y) the Depositor shall have received the information described in the following sentence. As a condition precedent to the effectiveness of any such resignation of the Servicer, the Servicer shall provide the Depositor, at least 15 calendar days prior to the effective date of such resignation, written notice of any successor servicer pursuant to this Section, in form and substance reasonably satisfactory to the Depositor, containing all information reasonably requested by the Depositor in order for the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Servicer. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 8.01 and 8.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) of the preceding paragraph shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Trustee [and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeCertificate Insurer].

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee and the NIMS Insurer in writing and such proposed successor servicer is reasonably acceptable to the Trustee and the NIMS Insurer and (b) each Rating Agency shall have delivered a letter to the Trustee and the NIMS Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Certificates; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer’s responsibilities and obligations hereunder or the Trustee shall have designated, with the consent of the NIMS Insurer, a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMS Insurer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereofNIMS Insurer. Notwithstanding anything to the limitations stated contrary which may be set forth above, the Servicer may transfer its obligations, duties Trustee and rights hereunder without the consent of the Certificateholders, provided, that Depositor hereby specifically (i) consent to the pledge and assignment by the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities ’s right, title and obligations in accordance with Section 7.5 hereofinterest in, to and (iv) under this Agreement to the then-current rating of the Class A Certificates will not be reduced as a result of such transferServicing Rights Pledgee, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of certain lenders, and (and may be exercised ii) provided that no Servicer Event of Termination exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall appoint the Servicing Rights Pledgee or waived its designee as successor Servicer, provided that at the sole discretion of) time of such appointment, the Trustee, to enable Servicing Rights Pledgee or such designee meets the Trustee to assure itself that any requirements of a successor Servicer has such acceptable qualifications, resources pursuant to Section 7.02(a) and experience, and such clause (v) is not intended agrees to be for subject to the benefit ofterms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall not thereafter be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trusteesuccessor.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee and the NIMS Insurer in writing and such proposed successor servicer is reasonably acceptable to the Trustee and the NIMS Insurer; and (b) each Rating Agency shall have delivered a letter to the Trustee and the NIMS Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates or the ratings that are in effect; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer’s responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeNIMS Insurer.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except (x) upon the determination that (i) the performance of its duties hereunder are is no longer permissible under applicable law Requirements of Law (other than the charter and by-laws of Servicer) and (ii) there is no reasonable action which Servicer could take to make the performance of its duties hereunder permissible under such Requirements of Law or are (y) as may be required, in material conflict by reason of applicable law connection with Servicer's consolidation with, or merger into any other activities carried on by itcorporation or Servicer's conveyance or transfer of its properties and assets substantially as an entirety to any person in each case, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreementin accordance with SECTION 5.2. Any such determination permitting the resignation of the Servicer pursuant to clause (x) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until Indenture Trustee or a successor servicer Successor Servicer shall have assumed the Servicer's responsibilities and obligations of Servicer in accordance with Section 7.5 hereofSECTION 7.2. If within 120 days of the date of the determination that Servicer may no longer act as Servicer, and if Indenture Trustee is unable to appoint a Successor Servicer, Indenture Trustee shall serve as Successor Servicer. Notwithstanding the limitations stated aboveforegoing, the Servicer may transfer its obligationsIndenture Trustee shall, duties and rights hereunder without the consent if it is legally unable so to act, petition a court of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer competent jurisdiction to appoint any established institution having a net worth of not less than $15,000,000, (iii) 50,000,000 and whose regular business includes the successor servicer assumes all servicing of credit card accounts as the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Successor Servicer hereunder; provided. Indenture Trustee shall give prompt notice to each Rating Agency and each Enhancement Provider, that if any, entitled thereto under the foregoing clause (v) is intended solely for applicable Indenture Supplement upon the benefit appointment of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trusteea Successor Servicer.

Servicer Not to Resign. The Subject to the provisions of Section 5.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Indenture Trustee and the Insurer in writing and such proposed successor servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency shall have delivered a letter to the Indenture Trustee and the Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the qualification, reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) such proposed successor servicer is reasonably acceptable to the Insurer, as evidenced by a letter from each to the Indenture Trustee; PROVIDED, HOWEVER, that no such resignation by the Servicer shall become effective until the Indenture Trustee or successor servicer designated by the Servicer as provided above shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee shall have designated a successor servicer in accordance with Section 6.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the TrusteeIndenture Trustee and the Insurer. The Servicer shall notify each Rating Agency of have no claim (whether by subrogation or otherwise) or other action against any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, Noteholder or Residual Certificateholder for any amounts paid by the Servicer may transfer its obligations, duties and rights hereunder without the consent pursuant to any provision of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trusteethis Agreement.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each the Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, providedPROVIDED, that (i) the Servicer obtains the prior written consent of each the Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations (except the repurchase obligations set forth in Sections 2.2 and 2.3 hereof, which shall remain obligations of the Depositor) in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; providedPROVIDED, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and providedPROVIDED, furtherFURTHER, that any consent to such transfer will not be unreasonably withheld by the Trustee.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) either (x) the Servicer has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is reasonably acceptable to the Trustee or (y) the Servicing Rights Pledgee has delivered to the Trustee a letter signed by the Servicer whereunder the Servicer resigns as Servicer under this Agreement pursuant to the second paragraph of this Section 6.04 or the second paragraph of Section 7.02(a); and (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current 116 rating of the Regular Certificates; or the ratings that are in effect; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with the second paragraph of this Section 6.04 or with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Trustee and the Depositor hereby specifically (i) consent to the pledge and assignment by the Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed all the Servicer's responsibilities right, title and obligations in accordance with Section 7.5 hereof. Notwithstanding interest in, to and under this Agreement to the limitations stated aboveServicing Rights Pledgee, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of certain lenders, and (and may be exercised ii) provided that no Servicer Event of Termination exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall appoint the Servicing Rights Pledgee or waived its designee as successor Servicer, provided that at the sole discretion of) time of such appointment, the Trustee, to enable Servicing Rights Pledgee or such designee meets the Trustee to assure itself that any requirements of a successor Servicer has such acceptable qualifications, resources pursuant to Section 7.02(a) and experience, and such clause (v) is not intended agrees to be for subject to the benefit ofterms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall not thereafter be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trusteesuccessor.

Servicer Not to Resign. The Subject to the provisions of Section 5.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Indenture Trustee and the Insurer in writing and such proposed successor servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency shall have delivered a letter to the Indenture Trustee and the Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the qualification, reduction or withdrawal of the then current rating of the Notes without regard to the Policy; and (c) such proposed successor servicer is reasonably acceptable to the Insurer, as evidenced by a letter to the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until the Indenture Trustee or successor servicer designated by the Servicer as provided above shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee shall have designated a successor servicer in accordance with Section 6.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the TrusteeIndenture Trustee and the Insurer. The Servicer shall notify each Rating Agency of have no claim (whether by subrogation or otherwise) or other action against any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, Securityholder for any amounts paid by the Servicer may transfer its obligations, duties and rights hereunder without the consent pursuant to any provision of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trusteethis Agreement.

Servicer Not to Resign. The Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it, it except (i) upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer in which event the Servicer may resign as servicer or are in material conflict by reason (ii) upon satisfaction of applicable law with any other activities carried on by itthe following conditions: (a) the Servicer has proposed a successor Servicer to the Indenture Trustee, the other activities Securities Administrator and the Depositor in writing and such proposed successor Servicer is reasonably acceptable to the Depositor; and (b) each Rating Agency shall have delivered a letter to the Indenture Trustee, the Securities Administrator and the Depositor prior to the appointment of the successor Servicer stating that the proposed appointment of such successor Servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current ratings of any of the Securities; provided, however, that no such resignation by the Servicer shall become effective until such successor Servicer or, in the case of (i) above, the Securities Administrator shall have assumed the Servicer’s responsibilities and obligations hereunder or the SecuritiesAdministrator shall have designated a successor Servicer in accordance with Section 4.03. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations that survive the resignation or termination of the Servicer, including, without limitation, Sections 4.03. Any determination permitting the resignation of the Servicer so causing such a conflict being pursuant to clause (i) above shall be evidenced by an Opinion of a type and nature carried on by the Servicer Counsel obtained at the date of this Agreementexpense. Any such determination permitting the resignation of the Servicer as servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer Insurer which Opinion of Counsel shall notify each Rating Agency be in form and substance acceptable to the Insurer and which shall be provided at the cost of any such resignationthe Servicer. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's ’s responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trusteemanner provided in Section 4.03.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. 106 Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.

Servicer Not to Resign. The Subject to the provisions of Section 5.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Indenture Trustee and the Insurer in writing and such proposed successor servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency shall have delivered a letter to the Indenture Trustee and the Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the qualification, reduction or withdrawal of the then current rating of the Bonds without regard to the Policy; and (c) such proposed successor servicer is reasonably acceptable to the Insurer, as evidenced by a letter from each to the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until the Indenture Trustee or successor servicer designated by the Servicer as provided above shall have assumed the Servicer’s responsibilities and obligations hereunder or the Indenture Trustee shall have designated a successor servicer in accordance with Section 6.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations 45 specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the TrusteeIndenture Trustee and the Insurer. The Servicer shall notify each Rating Agency of have no claim (whether by subrogation or otherwise) or other action against any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, Bondholder or Residual Certificateholder for any amounts paid by the Servicer may transfer its obligations, duties and rights hereunder without the consent pursuant to any provision of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trusteethis Agreement.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Depositor and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter to the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the qualification, reduction or withdrawal of the then current rating of the Notes; PROVIDED, HOWEVER, that no such resignation by the Servicer shall become effective until the Indenture Trustee or successor servicer designated by the Servicer as provided above shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 6.06, 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee. The Servicer shall notify each Rating Agency of have no claim (whether by subrogation or otherwise) or other action against any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, Noteholder or Residual Certificateholder for any amounts paid by the Servicer may transfer its obligations, duties and rights hereunder without the consent pursuant to any provision of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trusteethis Agreement.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Servicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Company, the Administrator and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Company, the Administrator, the Indenture Trustee and the Credit Enhancer; (b) each Rating Agency shall have delivered a letter to the Company, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Securities; and (c) such proposed successor servicer is reasonably acceptable to the Credit Enhancer, as evidenced by a letter to the Company and the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Mortgage Collateral, shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee, as pledgee of the Mortgage Collateral, shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. The Servicer shall have no claim (whether by subrogation or otherwise) or other action against any Securityholder or the Credit Enhancer for any amounts paid by the Servicer pursuant to any provision of this Servicing Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeCredit Enhancer.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Master Servicer shall not resign from the obligations and duties hereby imposed on it, it except (a) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (b) upon satisfaction of the following conditions: (i) the Master Servicer shall have proposed a successor master servicer to the Issuer and the Indenture Trustee in writing and such proposed successor master servicer is reasonably acceptable to the Issuer, the Indenture Trustee and the Enhancer; (ii) each Rating Agency shall have delivered a letter to the Issuer, the Enhancer and the Indenture Trustee prior to the appointment of the successor master servicer stating that the proposed appointment of such successor master servicer as Master Servicer hereunder will not cause a Rating Event, if determined without regard to the Policy; and (iii) such proposed successor master servicer is reasonably acceptable to the Enhancer, as evidenced by a letter to the Issuer and the Indenture Trustee; provided, however, that no such resignation by the Master Servicer shall become effective until such successor master servicer or, in the case of (a) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Master Servicer’s responsibilities and obligations hereunder or the Indenture Trustee, as pledgee of the Mortgage Loans, shall have designated a successor master servicer in accordance with Section 7.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeEnhancer.

Servicer Not to Resign. The Subject to the provisions of Section 5.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Indenture Trustee and the Insurer in writing and such proposed successor servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency shall have delivered a letter to the Indenture Trustee and the Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the qualification, reduction or withdrawal of the then current rating of the Bonds without regard to the Policy; and (c) such proposed successor servicer is reasonably acceptable to the Insurer, as evidenced by a letter from each to the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until the Indenture Trustee or successor servicer designated by the Servicer as provided above shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee shall have designated a successor servicer in accordance with Section 6.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the TrusteeIndenture Trustee and the Insurer. The Servicer shall notify each Rating Agency of have no claim (whether by subrogation or otherwise) or other action against any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, Bondholder or Residual Certificateholder for any amounts paid by the Servicer may transfer its obligations, duties and rights hereunder without the consent pursuant to any provision of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trusteethis Agreement.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is reasonably acceptable to the Trustee; and (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates or the ratings that are in effect; PROVIDED, HOWEVER, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Trustee and the Depositor hereby specifically (i) consent to the pledge and assignment by the Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed all the Servicer's responsibilities right, title and obligations in accordance with Section 7.5 hereof. Notwithstanding interest in, to and under this Agreement to the limitations stated aboveServicing Rights Pledgee, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of certain lenders, and (and may be exercised ii) provided that no Servicer Event of Termination exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall appoint the Servicing Rights Pledgee or waived its designee as successor Servicer, provided that at the sole discretion of) time of such appointment, the Trustee, to enable Servicing Rights Pledgee or such designee meets the Trustee to assure itself that any requirements of a successor Servicer has such acceptable qualifications, resources pursuant to Section 7.02(a) and experience, and such clause (v) is not intended agrees to be for subject to the benefit ofterms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall not thereafter be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trusteesuccessor.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except upon determination that (a) the performance of its duties hereunder are is or becomes impermissible under applicable law, and (b) there is no longer reasonable action which Servicer could take to make the performance of its duties hereunder permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date law. Any determination pursuant to clause (a) of this Agreement. Any such determination Section 3.13 permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect and as to clause (b) of this Section 3.13 by an Officer's Certificate, in each case delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignationTrustee and Bond Insurer. No such Servicer resignation shall become effective until the Back-up Servicer or a successor servicer Successor Servicer shall have assumed the Servicer's responsibilities and obligations of Servicer in accordance with Section 7.5 hereof9.02. If within 120 days after the date of the determination in clause (a) the Back-up Servicer shall be prohibited under applicable law or shall otherwise fail to assume the duties of Servicer and a Successor Servicer has not been appointed, Trustee shall without further action be appointed as Successor Servicer hereunder unless Trustee shall be legally unable or shall be unwilling to so act. The provisions of Section 9.01 with respect to the duties of Servicer in effecting the termination of its servicing responsibilities and the transfer of such responsibilities to a Successor Servicer shall be applicable to any resignation pursuant to this Section 3.13. Notwithstanding anything in this Agreement to the limitations stated abovecontrary, the a Successor Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with appointed under this Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not 3.13 shall be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended deemed to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trusteea Successor Servicer as defined hereunder.

Servicer Not to Resign. The Subject to the provisions of Section 5.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee, the Insurer and Xxxxxxx Mac in writing and such proposed successor servicer is reasonably acceptable to the Trustee; (b) each Rating Agency shall have delivered a letter to the Trustee, the Insurer and Xxxxxxx Mac prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the qualification, reduction or withdrawal of the then current rating of the Securities without regard to the Policy; and (c) such proposed successor servicer is reasonably acceptable to the Controlling Party, as evidenced by a letter from each to the Trustee; provided, however, that no such resignation by the Servicer shall become effective until the Trustee or successor servicer designated by the Servicer as provided above shall have assumed the Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 6.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee, the Insurer and Xxxxxxx Mac. The Servicer shall notify each Rating Agency of have no claim (whether by subrogation or otherwise) or other action against any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, Securityholder or Residual Certificateholder for any amounts paid by the Servicer may transfer its obligations, duties and rights hereunder without the consent pursuant to any provision of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trusteethis Agreement.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementServicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Issuing Entity and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Issuing Entity and the Indenture Trustee; and (b) each Rating Agency shall have delivered a letter to the Issuing Entity and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Securities; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Loans, shall have assumed the Servicer’s responsibilities and obligations hereunder or the Indenture Trustee, as pledgee of the Loans, shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Indenture Trustee.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee and the Securities Administrator in writing and such proposed successor servicer is reasonably acceptable to the Trustee and the Securities Administrator and the proposed successor executes and delivers to the Trustee and the Securities Administrator an agreement, in form and substance reasonably satisfactory to the Trustee and the Securities Administrator, which contains an assumption by such successor servicer of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Agreement from and after the date of such agreement; and (b) each Rating Agency shall have delivered a letter to the Trustee and the Securities Administrator prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates or the ratings that are in effect; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeSecurities Administrator.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreementlaw. Any such determination pursuant to the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Servicer and delivered to the Trustee. The No resignation of the Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Servicer's responsibilities responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided in accordance with Section 7.5 hereof. Notwithstanding the limitations stated abovethis Agreement, the Servicer may shall not assign or transfer any of its obligationsrights, duties and rights benefits or privileges hereunder without the consent to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, covenants or obligations and responsibilities to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, that however, no Sub-Servicer shall be a third-party beneficiary hereunder and the foregoing clause parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement. The Trustee and the Depositor hereby specifically (vi) is intended solely consent to the pledge and assignment by the Servicer of all the Servicer's right, title and interest in, to and under this Agreement to the Servicing Rights Pledgee, for the benefit of certain lenders, and (and may be exercised ii) provided that no Servicer Event of Termination exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall, in accordance with Section 7.02, appoint the Servicing Rights Pledgee or waived its designee as successor Servicer, provided that at the sole discretion of) time of such appointment, the Trustee, to enable Servicing Rights Pledgee or such designee meets the Trustee to assure itself that any requirements of a successor Servicer has such acceptable qualifications, resources pursuant to Section 7.02(a) and experience, and such clause (v) is not intended agrees to be for subject to the benefit ofterms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall not thereafter be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trustee.successor. 109

Servicer Not to Resign. (a) The Servicer shall not resign from the duties and obligations and duties hereby imposed on itit under this Agreement unless and until (i) a new servicer, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itacceptable to the Issuer, the other activities Trustee, the Class A Majority, the Class B Majority and the Bank, enters into an agreement, in form and substance satisfactory to the Trustee, the Class A Majority, the Class B Majority and the Bank, which contains an assumption by such successor servicer of the Servicer so causing such a conflict being due and punctual performance and observance of a type each covenant and nature carried on condition to be performed or observed by the Servicer at under this Agreement from and after the date of this Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agencyassumption, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000Issuer, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualificationsClass A Majority, resources the Class B Majority and experience the Bank consent to properly carry out, observe and perform the assumption of the duties, obligations and responsibilities liabilities of Servicer hereunder; this Agreement by such successor Servicer, such consent not to be unreasonably withheld, provided, that the foregoing clause successor Servicer need not be acceptable to the Issuer, and the consent of the Issuer shall not be so required pursuant to the preceding clauses (vi) is intended solely for the benefit of and (ii), if prior to such resignation a predecessor Servicer which was a Vistana Transaction Entity or any Affiliate thereof was removed as Servicer pursuant to Article VI, and may be exercised or waived at the sole discretion of(iii) the Trusteeratings of the Notes will not be qualified, reduced or withdrawn (as evidenced by a letter from the Rating Agency to enable the Bank and the Trustee to assure itself that such effect, which letter shall be obtained at the expense of the Servicer, without any right to reimbursement). Upon the resignation or termination of the Servicer, the Servicer shall deliver to the successor Servicer has such acceptable qualificationsall documents, resources statements, records, funds and experience, and such clause (v) is not intended to be for the benefit of, accounts held by it under this Agreement and shall not execute and deliver such instruments and do such other things as may be relied upon or enforced byreasonably required to fully transfer its rights, any Certificateholderpowers, duties and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trusteeobligations.

Servicer Not to Resign. The Subject to the provisions of Section 7.2, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor Servicer to the Trustee in writing and such proposed successor Servicer is reasonably acceptable to the Trustee; and (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor Servicer stating that the proposed appointment of such successor Servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of any Class of Certificates; provided, however, that no such resignation by the Servicer shall become effective until such successor Servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer's responsibilities and obligations hereunder (including, without limitation the obligations of the Servicer under Section 3.4) or the Trustee shall have designated a successor Servicer in accordance with Section 8.2. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 8.1 and 8.2 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the TrusteeTrustee and the Certificateholders. The Servicer shall notify each Rating Agency of have no claim (whether by subrogation or otherwise) or other action against any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, Certificateholder for any amounts paid by the Servicer may transfer its obligations, duties and rights hereunder without the consent pursuant to any provision of the Certificateholders, provided, that (i) this Agreement. The Trustee shall provide written notice to each Holder of a Certificate promptly after any resignation by the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.

Servicer Not to Resign. The Servicer With respect to the retention by Cendant Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder, Cendant Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant Mortgage's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Consequently, Cendant Mortgage shall not assign the servicing rights retained by it hereunder to any third party nor resign from the obligations and duties hereby imposed on itit except (i) with the approval of the Purchaser, except upon such approval not to be unreasonably withheld, or (ii) 3 Business Days following any determination that its duties hereunder are no longer permissible under applicable law or are in material conflict and such incapacity cannot be cured by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this AgreementCendant Mortgage. Any such determination permitting the transfer of the servicing rights or the resignation of the Servicer Cendant Mortgage under Subsection (ii) hereof shall be evidenced by an Opinion opinion of Counsel counsel to such effect delivered to the TrusteePurchaser, which opinion of counsel shall be in form and substance reasonably acceptable to the Purchaser. The Servicer Without in any way limiting the generality of this Section 9.04, in the event that the Seller either shall notify each Rating Agency sell or otherwise dispose of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated aboveall or substantially all of its property or assets (including its rights hereunder), the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agencythe Purchaser, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and which consent shall not be relied unreasonably withheld, then the Purchaser shall have the right to terminate this Agreement upon notice given as set forth in Section 10.01, without any payment of any penalty or enforced by, damages and without any Certificateholder, and provided, furtherliability whatsoever to the Servicer or any third party; provided however, that any consent in the event a sale or merger as described above occurs without notice to the Seller or the Purchaser, the Purchaser agrees that upon its receipt of notice of such transfer sale or merger, it will not be unreasonably withheld review fully all information provided by the TrusteePurchaser regarding the successor servicer, including information regarding the adequacy of its servicing facilities, personnel, records and procedures, its integrity, reputation and financial standing, prior to making any determination to terminate this Agreement. In the event that such successor servicer is not acceptable to the Purchaser, the Purchaser shall have the right to terminate in its sole discretion, the successor servicer's rights under this servicing agreement.

Servicer Not to Resign. The Subject to the provisions of Section 5.01 and Section 4.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is reasonably acceptable to the Trustee; and (b) each Rating Agency shall have delivered a letter to each of the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Certificates; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 5.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 5.01 and 5.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreementlaw. Any such determination pursuant to the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Servicer and delivered to the Indenture Trustee. The No resignation of the Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until the Indenture Trustee or a successor servicer shall have assumed the Servicer's responsibilities ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations in accordance with Section 7.5 hereofunder this Servicing Agreement. Notwithstanding the limitations stated aboveExcept as expressly provided herein, the Servicer may shall not assign or transfer any of its obligationsrights, duties and rights benefits or privileges hereunder without the consent to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, covenants or obligations and responsibilities to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, however, that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and parties hereto shall not be relied upon or enforced byrequired to recognize any Sub-Servicer as an indemnitee under this Servicing Agreement. If, pursuant to any Certificateholderprovision hereof, the duties of the Servicer are transferred to a successor servicer, the entire amount of the Servicing Fee and provided, further, that any consent other compensation payable to the Servicer pursuant hereto shall thereafter be payable to such transfer will not be unreasonably withheld by the Trusteesuccessor servicer.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Trustee and the Guarantor in writing and such proposed successor servicer is reasonably acceptable to the Trustee and the Guarantor; and (b) each Rating Agency shall have delivered a letter to the Trustee and the Guarantor prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates or the ratings that are in effect (without regard to the Guarantee of the Guarantor); provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer’s responsibilities and obligations hereunder or the Trustee shall have designated, with the consent of the Guarantor, a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the Guarantor. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeGuarantor.

Servicer Not to Resign. The Subject to the provisions of Section 5.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Indenture Trustee and the Insurer in writing and such proposed successor servicer is reasonably acceptable to the Indenture Trustee; (b) each Rating Agency shall have delivered a letter to the Indenture Trustee and the Insurer prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the qualification, reduction or withdrawal of the then current rating of the Notes without regard to the Policies; and (c) such proposed successor servicer is reasonably acceptable to the Insurer, as evidenced by a letter to the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until the Indenture Trustee or successor servicer designated by the Servicer as provided above shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee shall have designated a successor servicer in accordance with Section 6.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 6.01 and 6.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the TrusteeIndenture Trustee and the Insurer. The Servicer shall notify each Rating Agency of have no claim (whether by subrogation or otherwise) or other action against any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, Securityholder for any amounts paid by the Servicer may transfer its obligations, duties and rights hereunder without the consent pursuant to any provision of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trusteethis Agreement.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (a) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (b) upon satisfaction of the following conditions: (i) the Servicer shall have proposed a successor Servicer to the Issuer and the Indenture Trustee in writing and such proposed successor Servicer is reasonably acceptable to the Issuer, the Indenture Trustee and the Enhancer; (ii) each Rating Agency shall have delivered a letter to the Issuer, the Enhancer and the Indenture Trustee prior to the appointment of the successor Servicer stating that the proposed appointment of such successor Servicer as Servicer hereunder will not cause a Rating Event, if determined without regard to the Policy; and (iii) such proposed successor Servicer is reasonably acceptable to the Enhancer, as evidenced by a letter to the Issuer and the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until such successor Servicer or, in the case of (a) above, the Indenture Trustee, as pledgee of the Mortgage Loans, shall have assumed the Servicer’s responsibilities and obligations hereunder or the Indenture Trustee, as pledgee of the Mortgage Loans, shall have designated a successor Servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeEnhancer.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Agreement. Any such determination permitting the resignation Agreement or (ii) upon satisfaction of the following conditions: (a) the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered has proposed a successor servicer to the Trustee. The Master Servicer, the Certificate Insurer and the Pool Insurer in writing and such proposed successor servicer is reasonably acceptable to the Master Servicer shall notify and the Certificate Insurer and (b) each Rating Agency shall have delivered a letter to the Master Servicer, the Trust Administrator and the Certificate Insurer prior to the appointment of any the successor servicer stating that the proposed appointment of such resignation. No successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Certificates; provided, however, that no such resignation by the Servicer shall become effective until a such successor servicer or, in the case of (i) above, the Master Servicer shall have assumed the Servicer's ’s responsibilities and obligations hereunder or the Master Servicer shall have designated, with the consent of Certificate Insurer, a successor servicer in accordance with Section 7.5 hereof7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Notwithstanding anything to the limitations stated contrary which may be set forth above, the Servicer may transfer its obligationsMaster Servicer, duties the Trust Administrator and rights hereunder without the Depositor, and with the consent of the CertificateholdersPool Insurer, provided, that hereby specifically (i) consent to the pledge and assignment by the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities ’s right, title and obligations in accordance with Section 7.5 hereofinterest in, to and (iv) under this Agreement to the then-current rating of the Class A Certificates will not be reduced as a result of such transferServicing Rights Pledgee, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of certain lenders, and (and may be exercised ii) provided that no Servicer Event of Termination or waived Master Servicer Event of Termination exists, agree that upon delivery to the Master Servicer by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Master Servicer shall appoint the Servicing Rights Pledgee or its designee as successor servicer, provided that at the sole discretion oftime of such appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor servicer pursuant to Section 7.02(a) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended agrees to be for subject to the benefit ofterms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall not thereafter be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trusteesuccessor.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, providedPROVIDED, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- FNMA or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; providedPROVIDED, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and providedPROVIDED, furtherFURTHER, that any consent to such transfer will not be unreasonably withheld by the Trustee.

Servicer Not to Resign. The Subject to the provisions of Section 6.02, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementServicing Agreement or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor servicer to the Issuer and the Indenture Trustee in writing and such proposed successor servicer is reasonably acceptable to the Issuer and the Indenture Trustee, (b) each Rating Agency shall have delivered a letter to the Issuer, the Credit Enhancer and the Indenture Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the qualification, reduction or withdrawal of the then current rating of the Securities, if determined without regard to the Credit Enhancement Instrument; and (c) such proposed successor servicer is acceptable to the Credit Enhancer, as evidenced by a letter to the Issuer and the Indenture Trustee; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Indenture Trustee, as pledgee of the Home Equity Loans, shall have assumed the Servicer's responsibilities and obligations hereunder or the Indenture Trustee, as pledgee of the Home Equity Loans, shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Indenture Trustee and the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeCredit Enhancer.

Servicer Not to Resign. The Subject to the provisions of Section 7.01 and Section 6.02, the Master Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Master Servicer so causing such a conflict being of a type and nature carried on by the Master Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) the Master Servicer has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is acceptable to the Trustee and the Certificate Insurer; (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Master Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Regular Certificates or the ratings that are in effect without taking into account the Certificate Insurance Policy and (c) such proposed successor servicer is acceptable to the Certificate Insurer, as evidenced by a letter to the Trustee; PROVIDED, HOWEVER, that no such resignation by the Master Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Master Servicer's responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Master Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Master Servicer. Any such determination permitting the resignation of the Master Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated above, the Servicer may transfer its obligations, duties and rights hereunder without the consent of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and shall not be relied upon or enforced by, any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the Trustee.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreementlaw. Any such determination pursuant to the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Servicer and delivered to the Trustee. The No resignation of the Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Servicer's responsibilities ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations in accordance with Section 7.5 hereofunder this Agreement. Notwithstanding the limitations stated aboveExcept as expressly provided herein, the Servicer may shall not assign or transfer any of its obligationsrights, duties and rights benefits or privileges hereunder without the consent to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, covenants or obligations and responsibilities to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, that however, no Sub-Servicer shall be a third-party beneficiary hereunder and the foregoing clause parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement. The Trustee and the Depositor hereby specifically (vi) is intended solely consent to the pledge and assignment by the Servicer of all of the Servicer’s right, title and interest in, to and under this Agreement to the Servicing Rights Pledgee, for the benefit of certain lenders and (and may be exercised ii) provided that no Servicer Event of Termination exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall, in accordance with Section 7.02, appoint the Servicing Rights Pledgee or waived its designee as successor Servicer, provided that at the sole discretion of) time of such appointment, the Trustee, to enable Servicing Rights Pledgee or such designee meets the Trustee to assure itself that any requirements of a successor Servicer has such acceptable qualifications, resources pursuant to Section 7.02(a) hereof and experience, and such clause (v) is not intended agrees to be for subject to the benefit ofterms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor servicer, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall not thereafter be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trusteesuccessor servicer.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this Agreement. Any such determination permitting the resignation Agreement or (ii) upon satisfaction of the following conditions: (a) the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered has proposed a successor servicer to the Trustee. The Servicer shall notify Trustee and the NIMS Insurer in writing and such proposed successor servicer is reasonably acceptable to the Trustee and the NIMS Insurer and (b) each Rating Agency shall have delivered a letter to the Trustee and the NIMS Insurer prior to the appointment of any the successor servicer stating tha the proposed appointment of such resignation. No successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rting of the Certificates; provided, however, that no such resignation by the Servicer shall become effective until a such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer's ’s responsibilities and obligations hereunder or the Trustee shall have designated, with the consent of the NIMS Insurer, a successor servicer in accordance with Section 7.5 hereof7.02. Notwithstanding the limitations stated aboveExcept as expressly provided herein, the Servicer may shall not assign or transfer any of its obligationsrights, duties and rights benefits or privileges hereunder without the consent to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, covenants or obligations and responsibilities to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, that however, no Sub-Servicer shall be a third-party beneficiary hereunder and the foregoing clause (v) is intended solely for the benefit of (and may be exercised or waived at the sole discretion of) the Trustee, to enable the Trustee to assure itself that any successor Servicer has such acceptable qualifications, resources and experience, and such clause (v) is not intended to be for the benefit of, and parties hereto shall not be relied upon or enforced by, required to recognize any Certificateholder, and provided, further, that any consent to such transfer will not be unreasonably withheld by the TrusteeSubservicer as an indemnitee under this Agreement.

Servicer Not to Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it, it except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreementlaw. Any such determination pursuant to the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Servicer and delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignationTrustee and the NIMS Insurer. No such resignation of the Servicer shall become effective until the Trustee or a successor servicer shall have assumed the Servicer's responsibilities ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations in accordance with Section 7.5 hereofunder this Agreement. Notwithstanding the limitations stated aboveExcept as expressly provided herein, the Servicer may shall not assign or transfer any of its obligationsrights, duties and rights benefits or privileges hereunder without the consent to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the Certificateholders, provided, that (i) the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof, and (iv) the then-current rating of the Class A Certificates will not be reduced as a result of such transfer, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, covenants or obligations and responsibilities to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, that however, no Sub-Servicer shall be a third-party beneficiary hereunder and the foregoing clause parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement. Notwithstanding anything to the contrary set forth above in this Section 6.04, the Trustee and the Depositor hereby specifically (vi) is intended solely consent to the pledge and assignment by the Servicer of all of the Servicer’s right, title and interest in, to and under this Agreement to the Servicing Rights Pledgee, for the benefit of certain lenders and (ii) provided that no Servicer Event of Termination exists, agree that upon delivery to the Trustee and may be exercised the NIMS Insurer by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall, in accordance with Section 7.02, appoint the Servicing Rights Pledgee or waived its designee as successor Servicer, provided that at the sole discretion of) time of such appointment, the Trustee, to enable Servicing Rights Pledgee or such designee meets the Trustee to assure itself that any requirements of a successor Servicer has such acceptable qualifications, resources pursuant to Section 7.02(a) hereof and experience, and such clause (v) is not intended agrees to be for subject to the benefit ofterms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor servicer, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall not thereafter be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trusteesuccessor servicer.

Servicer Not to Resign. The Subject to the provisions of Section 7.01, the second paragraph of Section 7.02, Section 6.02 and the second paragraph of Section 6.04, the Servicer shall not resign from the obligations and duties hereby imposed on it, it except (i) upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit or its subsidiaries or Affiliates, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer or its subsidiaries or Affiliates at the date of this AgreementAgreement or (ii) upon satisfaction of the following conditions: (a) either (x) the Servicer has proposed a successor servicer to the Trustee in writing and such proposed successor servicer is reasonably acceptable to the Trustee or (y) the Servicing Rights Pledgee has delivered to the Trustee a letter signed by the Servicer whereunder the Servicer resigns as Servicer under this Agreement pursuant to the second paragraph of this Section 6.04 or the second paragraph of Section 7.02(a); and (b) each Rating Agency shall have delivered a letter to the Trustee prior to the appointment of the successor servicer stating that the proposed appointment of such successor servicer as Servicer hereunder will not result in the reduction or withdrawal of the then current rating of the Offered Certificates and Class B-1 Certificates or the ratings that are in effect; provided, however, that no such resignation by the Servicer shall become effective until such successor servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer’s responsibilities and obligations hereunder or the Trustee shall have designated a successor servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Any such determination permitting the resignation of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The Servicer shall notify each Rating Agency of any such resignation. No such resignation shall become effective until a successor servicer shall have assumed Notwithstanding anything to the Servicer's responsibilities and obligations in accordance with Section 7.5 hereof. Notwithstanding the limitations stated contrary set forth above, the Servicer may transfer its obligations, duties Trustee and rights hereunder without the consent of the Certificateholders, provided, that Depositor hereby specifically (i) consent to the pledge and assignment by the Servicer obtains the prior written consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved servicer having a net worth of not less than $15,000,000, (iii) the successor servicer assumes all of the Servicer's responsibilities ’s right, title and obligations in accordance with Section 7.5 hereofinterest in, to and (iv) under this Agreement to the then-current rating of the Class A Certificates will not be reduced as a result of such transferServicing Rights Pledgee, and (v) the successor servicer has, in the reasonable opinion of the Trustee, the qualifications, resources and experience to properly carry out, observe and perform the duties, obligations and responsibilities of Servicer hereunder; provided, that the foregoing clause (v) is intended solely for the benefit of certain lenders, and (and may be exercised ii) provided that no Servicer Event of Termination exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall appoint the Servicing Rights Pledgee or waived its designee as successor Servicer, provided that at the sole discretion of) time of such appointment, the Trustee, to enable Servicing Rights Pledgee or such designee meets the Trustee to assure itself that any requirements of a successor Servicer has such acceptable qualifications, resources pursuant to Section 7.02(a) and experience, and such clause (v) is not intended agrees to be for subject to the benefit ofterms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall not thereafter be relied upon or enforced by, any Certificateholder, and provided, further, that any consent payable to such transfer will not be unreasonably withheld by the Trusteesuccessor.