Common use of Termination and Substitution of Servicer Clause in Contracts

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which any Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institution, with a net worth of at least $25,000,000. In the event that the Master Servicer cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which any the Servicer may be terminated pursuant to the related any Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereof, Trustee may, and shall, at the upon direction of the Certificateholders holding 66evidencing not less than 51% of the Voting Rights, shall, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default Default) may waive such Servicer Event of Default; provided, however, that (a) a Servicer an Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, Trustee shall concurrently with such termination, termination either assume the duties of the terminated Servicer under the applicable enter into a substitute Servicing Agreement or appoint another servicer to enter into such a substitute Servicing Agreement. Notwithstanding the foregoing, the Master Servicer Trustee may not terminate a the Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination, and such successor servicer pays the Servicer the full amount of any liquidated damages required under the Servicing Agreement. There may In no event shall the liquidated damages be a transition period of not longer than 90 days prior to the effective date an expense of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor ServicerTrustee. If the Master Servicer Trustee terminates a Servicerany Servicing Agreement, the Master Servicer may name Trustee shall enter into a substitute Servicing Agreement with another mortgage loan service company and such mortgage loan service company shall be acceptable to each the Rating Agency and under which such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such the Servicer under such terminated Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institution, with a net worth of at least $25,000,000. In the event that the Master Servicer Trustee cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or terminationabove, then the Master Servicer Trustee shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer has been appointed and has accepted its appointmentAgreement. In However, in no event shall the Master Servicer Trustee be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer Trustee for any servicing obligations fulfilled or assumed by the Master ServicerTrustee, the Master Servicer Trustee shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Sale Agreement, Servicing Agreement, Custodial Custody Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any a Servicer Event of Default for which any a Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer (or the Trustee with respect to Xxxxx Fargo Bank, N.A., as Servicer), in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such the Servicer under such Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institutioninstitution in good standing with Xxxxxx Xxx and Freddie Mac, with a net worth of at least $25,000,000. In the event that the Master Servicer cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer (or Trustee, if such Servicer is Xxxxx Fargo Bank, N.A.) shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer (or Trustee, if applicable) be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer (or Trustee as applicable) for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated; provided, however, that the Master Servicer (and the Trustee, if applicable) shall not be (i) liable for any acts or omissions of the Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Servicer pursuant to the terms of the applicable Servicing Agreement or (iv) obligated to deposit losses on any Permitted Investment directed by the Servicer. In no event shall the Master Servicer or Trustee be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement. Notwithstanding the foregoing, if a Servicer Event of Default shall occur, the Master Servicer (or the Trustee if the defaulting Servicer is Xxxxx Fargo Bank, N.A.) shall, by notice in writing to the applicable Servicer, which may be delivered by telecopy, immediately terminate all of the rights and obligations of the Servicer thereafter arising under the applicable Servicing Agreement, but without prejudice to any rights it may have as a Certificateholder or to reimbursement of Advances and other advances of its own funds, and the Master Servicer (or Trustee, as applicable) shall act as provided in this Section 7.01 to carry out the duties of the Servicer, including the obligation to make any Advance the nonpayment of which was a Servicer Event of Default. Any such action taken by the Securities Administrator must be prior to the distribution of the relevant Distribution Date. The Servicer being terminated as a result of an Event of Default shall bear all costs of a servicing transfer as set forth in the applicable Servicing Agreement. As set forth in the applicable Servicing Agreement, the Master Servicer and the Trustee shall be entitled to be reimbursed from the Servicer (or by the Trust Estate, if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the succeeding servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the succeeding servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefore, such reimbursement shall be an expense of the Trust and the Master Servicer and the Trustee, as applicable, shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to the terms hereof; provided that in accordance with the applicable Servicing Agreement the terminated Servicer shall reimburse the Trust for any such expense incurred by the Trust; and provided, further, that the Master Servicer (or Trustee, as applicable) shall decide whether and to what extent it is in the best interest of the Certificateholders to pursue any remedy against any party obligated to make such reimbursement. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which any Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 ninety (90) days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institution, with a net worth of at least $25,000,000. In the event that the Master Servicer cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated; provided, however, that the Master Servicer shall not be (a) liable for any acts or omissions of the Servicer, (b) obligated to make Advances if it is prohibited from doing so under applicable law, (c) responsible for expenses of the Servicer pursuant to the terms of the Servicing Agreement or (d) obligated to deposit losses on any Permitted Investments directed by the Servicer. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust. Notwithstanding the foregoing, if a Servicer Event of Default shall occur, the Master Servicer shall, by notice in writing to the applicable Servicer, which may be delivered by telecopy, immediately terminate all of the rights and obligations of the Servicer thereafter arising under the applicable Servicing Agreement, but without prejudice to any rights it may have as a Certificateholder or to reimbursement of Advances and other advances of its own funds, and the Master Servicer shall act as provided in this Section 7.01 to carry out the duties of the Servicer, including the obligation to make any Advance the nonpayment of which was a Servicer Event of Default. Any such action taken by the Master Servicer must be prior to the distribution of the relevant Distribution Date. The Servicer being terminated as a result of an Event of Default shall bear all costs of a servicing transfer as set forth in the applicable Servicing Agreement. As set forth in the applicable Servicing Agreement, the Master Servicer shall be entitled to be reimbursed from the Servicer (or by the Trust Estate, if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the succeeding servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the succeeding servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefore, such reimbursement shall be an expense of the Trust and the Master Servicer shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to the terms hereof; provided that, in accordance with the applicable Servicing Agreement, the terminated Servicer shall reimburse the Trust for any such expense incurred by the Trust; and provided, further, that the Master Servicer shall decide whether and to what extent it is in the best interest of the Certificateholders to pursue any remedy against any party obligated to make such reimbursement. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any a Servicer Event of Default for which any a Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer (or the Trustee with respect to Xxxxx Fargo Bank, N.A., as Servicer), in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such the Servicer under such Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institutioninstitution in good standing with Xxxxxx Xxx and Freddie Mac, with a net worth of at least $25,000,000. In the event that the Master Servicer cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer (or Trustee, if such Servicer is Xxxxx Fargo Bank, N.A.) shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer (or Trustee, if applicable) be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer (or Trustee as applicable) for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated; provided, however, that the Master Servicer (and the Trustee, if applicable) shall not be (i) liable for any acts or omissions of the Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Servicer pursuant to the terms of the applicable Servicing Agreement or (iv) obligated to deposit losses on any Permitted Investment directed by the Servicer. In no event shall the Master Servicer or Trustee be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement. Notwithstanding the foregoing, if a Servicer Event of Default shall occur, the Master Servicer (or the Trustee if the defaulting Servicer is Xxxxx Fargo Bank, N.A.) shall, by notice in writing to the applicable Servicer, which may be delivered by telecopy, immediately terminate all of the rights and obligations of the Servicer thereafter arising under the applicable Servicing Agreement, but without prejudice to any rights it may have as a Certificateholder or to reimbursement of Advances and other advances of its own funds, and the Master Servicer (or Trustee, as applicable) shall act as provided in this Section 7.01 to carry out the duties of the Servicer, including the obligation to make any Advance the nonpayment of which was a Servicer Event of Default. Any such action taken by the Master Servicer must be prior to the distribution of the relevant Distribution Date. The Servicer being terminated as a result of an Event of Default shall bear all costs of a servicing transfer as set forth in the applicable Servicing Agreement. As set forth in the applicable Servicing Agreement, the Master Servicer and the Trustee shall be entitled to be reimbursed from the Servicer (or by the Trust Estate, if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the succeeding servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the succeeding servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefore, such reimbursement shall be an expense of the Trust and the Master Servicer and the Trustee, as applicable, shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to the terms hereof; provided that in accordance with the applicable Servicing Agreement the terminated Servicer shall reimburse the Trust for any such expense incurred by the Trust; and provided, further, that the Master Servicer (or Trustee, as applicable) shall decide whether and to what extent it is in the best interest of the Certificateholders to pursue any remedy against any party obligated to make such reimbursement. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which any Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 ninety (90) days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer servicer shall use commercially reasonable efforts to perform the duties of the terminated Servicer in its capacity as successor Servicerservicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such terminated Servicer under such the related Servicing Agreement. Such successor Servicer servicer shall be a mortgage loan servicing institution, with except in the case of Avelo Mortgage L.L.C., or any successor in interest, a net worth of at least $25,000,000. In the event that the Master Servicer cannot appoint a substitute Servicerservicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer shall serve as successor Servicer servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the a Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such the related Servicing Agreement. As compensation to the Master Servicer for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated; provided, however, that the Master Servicer shall not be (a) liable for any acts or omissions of the Servicer, (b) obligated to make Advances if it is prohibited from doing so under applicable law, (c) responsible for expenses of the Servicer pursuant to the terms of the Servicing Agreement or (d) obligated to deposit losses on any Permitted Investments directed by the Servicer. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust. Notwithstanding the foregoing, if a Servicer Event of Default shall occur, the Master Servicer shall, by notice in writing to the applicable Servicer, which may be delivered by telecopy, immediately terminate all of the rights and obligations of such Servicer thereafter arising under the applicable Servicing Agreement, but without prejudice to any rights it may have as a Certificateholder or to reimbursement of Advances and other advances of its own funds, and the Master Servicer shall act as provided in this Section 7.01 to carry out the duties of such Servicer, including the obligation to make any Advance the nonpayment of which was a Servicer Event of Default. Any such action taken by the Master Servicer must be prior to the distribution of the relevant Distribution Date. The Servicer being terminated as a result of an Event of Default shall bear all costs of a servicing transfer as set forth in the applicable Servicing Agreement. As set forth in the applicable Servicing Agreement, the Master Servicer shall be entitled to be reimbursed from such Servicer (or by the Trust Estate, if such Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the succeeding servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the succeeding servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefore, such reimbursement shall be an expense of the Trust and the Master Servicer shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to the terms hereof; provided that, in accordance with the applicable Servicing Agreement, the terminated Servicer shall reimburse the Trust for any such expense incurred by the Trust; and provided, further, that the Master Servicer shall decide whether and to what extent it is in the best interest of the Certificateholders to pursue any remedy against any party obligated to make such reimbursement. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which any Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 6651% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 6651% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 ninety (90) days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer servicer shall use commercially reasonable efforts to perform the duties of the terminated Servicer in its capacity as successor Servicerservicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such terminated Servicer under such the related Servicing Agreement. Such successor Servicer servicer shall be a mortgage loan servicing institution, with a net worth of at least $25,000,000. In the event that the Master Servicer cannot appoint a substitute Servicerservicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer shall serve as successor Servicer servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the a Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such the related Servicing Agreement. As compensation to the Master Servicer for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated; provided, however, that the Master Servicer shall not be (a) liable for any acts or omissions of the terminated Servicer, (b) obligated to make Advances if it is prohibited from doing so under applicable law, (c) responsible for expenses of the terminated Servicer pursuant to the terms of the Servicing Agreement or (d) obligated to deposit losses on any Permitted Investments directed by the terminated Servicer. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust. Notwithstanding the foregoing, if a Servicer Event of Default shall occur and if the Servicer is to be terminated under this Section 7.01, the Master Servicer shall, by notice in writing to the applicable Servicer, which may be delivered by telecopy, immediately terminate all of the rights and obligations of such Servicer thereafter arising under the applicable Servicing Agreement, but without prejudice to any rights it may have as a Certificateholder or to reimbursement of Advances and other advances of its own funds, and the Master Servicer shall act as provided in this Section 7.01 to carry out the duties of such Servicer, including the obligation to make any Advance the nonpayment of which was a Servicer Event of Default. Any such action taken by the Master Servicer must be prior to the distribution of the relevant Distribution Date. The Servicer being terminated as a result of an Event of Default shall bear all costs of a servicing transfer as set forth in the applicable Servicing Agreement. As set forth in the applicable Servicing Agreement, the Master Servicer shall be entitled to be reimbursed from such Servicer (or by the Trust Estate, if such Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the succeeding servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the succeeding servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Trust and the Master Servicer shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to the terms hereof; provided that, in accordance with the applicable Servicing Agreement, the terminated Servicer shall reimburse the Trust for any such expense incurred by the Trust; and provided, further, that the Master Servicer shall decide whether and to what extent it is in the best interest of the Certificateholders to pursue any remedy against any party obligated to make such reimbursement. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which any Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 ninety (90) days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institution, with with, except in the case of Avelo, a net worth of at least $25,000,000. In the event that the Master Servicer cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated; provided, however, that the Master Servicer shall not be (a) liable for any acts or omissions of the Servicer, (b) obligated to make Advances if it is prohibited from doing so under applicable law, (c) responsible for expenses of the Servicer pursuant to the terms of the Servicing Agreement or (d) obligated to deposit losses on any Permitted Investments directed by the Servicer. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust. Notwithstanding the foregoing, if a Servicer Event of Default shall occur, the Master Servicer shall, by notice in writing to the applicable Servicer, which may be delivered by telecopy, immediately terminate all of the rights and obligations of the Servicer thereafter arising under the applicable Servicing Agreement, but without prejudice to any rights it may have as a Certificateholder or to reimbursement of Advances and other advances of its own funds, and the Master Servicer shall act as provided in this Section 7.01 to carry out the duties of the Servicer, including the obligation to make any Advance the nonpayment of which was a Servicer Event of Default. Any such action taken by the Master Servicer must be prior to the distribution of the relevant Distribution Date. The Servicer being terminated as a result of an Event of Default shall bear all costs of a servicing transfer as set forth in the applicable Servicing Agreement. As set forth in the applicable Servicing Agreement, the Master Servicer shall be entitled to be reimbursed from the Servicer (or by the Trust Estate, if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the succeeding servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the succeeding servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefore, such reimbursement shall be an expense of the Trust and the Master Servicer shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to the terms hereof; provided that, in accordance with the applicable Servicing Agreement, the terminated Servicer shall reimburse the Trust for any such expense incurred by the Trust; and provided, further, that the Master Servicer shall decide whether and to what extent it is in the best interest of the Certificateholders to pursue any remedy against any party obligated to make such reimbursement. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which any Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereofSecurities Administrator, may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer an Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master ServicerSecurities Administrator, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer Securities Administrator may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such terminationcause. There may be a transition period of not longer than 90 days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer Securities Administrator terminates a Servicer, the Master Servicer Securities Administrator may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such the Servicer under such Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institutioninstitution in good standing with Xxxxxx Xxx and Freddie Mac, with a net worth of at least $25,000,000. In the event that the Master Servicer Securities Administrator cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer Securities Administrator has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer Securities Administrator shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer Securities Administrator for any servicing obligations fulfilled or assumed by the Master ServicerSecurities Administrator, the Master Servicer Securities Administrator shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated. In no event shall the Master Servicer Securities Administrator be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee Securities Administrator written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee Securities Administrator to institute such proceeding in its own name and have offered to the Trustee Securities Administrator reasonable indemnity, and the Trustee Securities Administrator for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any the Servicer Event of Default for which any the Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereof, Trustee may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a the Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a the Servicer Event of Default with respect to any the Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master ServicerTrustee, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer Trustee may not terminate a the Servicer without cause unless the Master Servicer Trustee or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 days prior to the effective date of the servicing transfer to the successor Servicer or Master ServicerTrustee, as applicable, provided, however, that during such transition period, the Master Servicer Trustee or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer Trustee terminates a the Servicer, the Master Servicer Trustee may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institution, with a net worth of at least $25,000,000. In the event that the Master Servicer Trustee cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any the Servicer resigns or is terminated as provided above and the Master Servicer Trustee has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer Trustee shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer Trustee be deemed to have assumed the obligations of a the Servicer to purchase any Mortgage Loan from the Trust pursuant to any the Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer Trustee assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer Trustee for any servicing obligations fulfilled or assumed by the Master ServicerTrustee, the Master Servicer Trustee shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any the Sale Agreement or Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which any the Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereofTrustee, may, and shall, at the direction of the Certificateholders holding 66not less than 51% of the Voting Rights, shall, by notice in writing to the Servicer, terminate such all of the rights and obligations of the Servicer, in its capacity as Servicer, under the Servicing Agreement. In the event the Trustee is unwilling or unable to serve as successor Servicer, or if the holders of certificates evidencing not less than 51% of the Voting Rights request in writing, the Trustee will appoint or petition a court of competent jurisdiction for the appointment of a successor Servicer. Pending such appointment, the Trustee is obligated to act in such capacity. Any successor Servicer will be entitled to the same servicing compensation as the predecessor Servicer. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any the Servicer’s 's obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject Notwithstanding anything to the conditions set forth below contrary in this Section 7.01the Servicing Agreement, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer Trustee may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such terminationcause. There may be a transition period of not longer than 90 days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer Trustee terminates a the Servicer, the Master Servicer Trustee may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such the Servicer under such Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institutioninstitution in good standing with Xxxxxx Xxx and Xxxxxxx Mac, with a net worth of at least $25,000,000. In the event that the Master Servicer Trustee cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any the Servicer resigns or is terminated as provided above and the Master Servicer Trustee has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer Trustee shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such the Servicer under the terminated Servicing Agreement until another successor Servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer Trustee be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer Trustee assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer Trustee for any servicing obligations fulfilled or assumed by the Master ServicerTrustee, the Master Servicer Trustee shall be entitled to any servicing compensation to which such the Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated. In no event shall the Master Servicer Trustee be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement. No Certificateholder, solely by virtue of such holder’s 's status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which any Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 66% [66]% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% [66]% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s 's obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% [66]% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 ninety (90) days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institution, with a net worth of at least $[25,000,000]. In the event that the Master Servicer cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated; provided, however, that the Master Servicer shall not be (a) liable for any acts or omissions of the Servicer, (b) obligated to make Advances if it is prohibited from doing so under applicable law, (c) responsible for expenses of the Servicer pursuant to the terms of the Servicing Agreement or (d) obligated to deposit losses on any Permitted Investments directed by the Servicer. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust. Notwithstanding the foregoing, if a Servicer Event of Default shall occur, the Master Servicer shall, by notice in writing to the applicable Servicer, which may be delivered by telecopy, immediately terminate all of the rights and obligations of the Servicer thereafter arising under the applicable Servicing Agreement, but without prejudice to any rights it may have as a Certificateholder or to reimbursement of Advances and other advances of its own funds, and the Master Servicer shall act as provided in this Section 7.01 to carry out the duties of the Servicer, including the obligation to make any Advance the nonpayment of which was a Servicer Event of Default. Any such action taken by the Master Servicer must be prior to the distribution of the relevant Distribution Date. The Servicer being terminated as a result of an Event of Default shall bear all costs of a servicing transfer as set forth in the applicable Servicing Agreement. As set forth in the applicable Servicing Agreement, the Master Servicer shall be entitled to be reimbursed from the Servicer (or by the Trust Estate, if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the succeeding servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the succeeding servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefore, such reimbursement shall be an expense of the Trust and the Master Servicer shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to the terms hereof; provided that, in accordance with the applicable Servicing Agreement, the terminated Servicer shall reimburse the Trust for any such expense incurred by the Trust; and provided, further, that the Master Servicer shall decide whether and to what extent it is in the best interest of the Certificateholders to pursue any remedy against any party obligated to make such reimbursement. No Certificateholder, solely by virtue of such holder’s 's status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% [25]% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 [60] days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which any Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 ninety (90) days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer servicer shall use commercially reasonable efforts to perform the duties of the terminated Servicer in its capacity as successor Servicerservicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such terminated Servicer under such the related Servicing Agreement. Such successor Servicer servicer shall be a mortgage loan servicing institution, with except in the case of Avelo Mortgage L.L.C., or any successor in interest, a net worth of at least $25,000,000. In the event that the Master Servicer cannot appoint a substitute Servicerservicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer shall serve as successor Servicer servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the a Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such the related Servicing Agreement. As compensation to the Master Servicer for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated; provided, however, that the Master Servicer shall not be (a) liable for any acts or omissions of the terminated Servicer, (b) obligated to make Advances if it is prohibited from doing so under applicable law, (c) responsible for expenses of the terminated Servicer pursuant to the terms of the Servicing Agreement or (d) obligated to deposit losses on any Permitted Investments directed by the terminated Servicer. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust. Notwithstanding the foregoing, if a Servicer Event of Default shall occur and if the Servicer is to be terminated under this Section 7.01, the Master Servicer shall, by notice in writing to the applicable Servicer, which may be delivered by telecopy, immediately terminate all of the rights and obligations of such Servicer thereafter arising under the applicable Servicing Agreement, but without prejudice to any rights it may have as a Certificateholder or to reimbursement of Advances and other advances of its own funds, and the Master Servicer shall act as provided in this Section 7.01 to carry out the duties of such Servicer, including the obligation to make any Advance the nonpayment of which was a Servicer Event of Default. Any such action taken by the Master Servicer must be prior to the distribution of the relevant Distribution Date. The Servicer being terminated as a result of an Event of Default shall bear all costs of a servicing transfer as set forth in the applicable Servicing Agreement. As set forth in the applicable Servicing Agreement, the Master Servicer shall be entitled to be reimbursed from such Servicer (or by the Trust Estate, if such Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the succeeding servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the succeeding servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Trust and the Master Servicer shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to the terms hereof; provided that, in accordance with the applicable Servicing Agreement, the terminated Servicer shall reimburse the Trust for any such expense incurred by the Trust; and provided, further, that the Master Servicer shall decide whether and to what extent it is in the best interest of the Certificateholders to pursue any remedy against any party obligated to make such reimbursement. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which the any Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s 's obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such the Servicer under such Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institutioninstitution in good standing with Fannie Mae and Freddie Mac, with a net worth of at least $25,000,000. In the event that the Xx xxe xxent txxx xxx Master Servicer cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement. No Certificateholder, solely by virtue of such holder’s 's status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which the any Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such the Servicer under such Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institutioninstitution in good standing with Xxxxxx Xxx and Xxxxxxx Mac, with a net worth of at least $25,000,000. In the event that the Master Servicer cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any a Servicer Event of Default for which any a Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer (or the Trustee with respect to Xxxxx Fargo Bank, N.A., as Servicer), in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such the Servicer under such Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institutioninstitution in good standing with Xxxxxx Xxx and Freddie Mac, with a net worth of at least $25,000,000. In the event that the Master Servicer cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the case of the Mortgage Loans acquired through the Conduit Program and without regard to whether a Servicer Event of Default has occurred, the owner of the servicing rights (which is currently GSMC) with respect to each such Mortgage Loan shall retain the right, in its sole discretion, without cause but subject to any limitations set forth in the related Sale and Servicing Agreement, to terminate the Servicer (including any successor thereto) and appoint a successor mortgage loan servicing company acceptable to the Master Servicer and each Rating Agency, which mortgage loan servicing company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by the terminated Servicer and shall enter into an agreement or agreements, as the case may be, on substantially the same terms as the related Sale Agreement. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer (or Trustee, if such Servicer is Xxxxx Fargo Bank, N.A.) shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer (or Trustee, if applicable) be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer (or Trustee as applicable) for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated; provided, however, that the Master Servicer (and the Trustee, if applicable) shall not be (i) liable for any acts or omissions of the Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Servicer pursuant to the terms of the applicable Servicing Agreement or (iv) obligated to deposit losses on any Permitted Investment directed by the Servicer. In no event shall the Master Servicer or Trustee be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement. Notwithstanding the foregoing, if a Servicer Event of Default shall occur, the Master Servicer (or the Trustee if the defaulting Servicer is Xxxxx Fargo Bank, N.A.) shall, by notice in writing to the applicable Servicer, which may be delivered by telecopy, immediately terminate all of the rights and obligations of the Servicer thereafter arising under the applicable Servicing Agreement, but without prejudice to any rights it may have as a Certificateholder or to reimbursement of Advances and other advances of its own funds, and the Master Servicer (or Trustee, as applicable) shall act as provided in this Section 7.01 to carry out the duties of the Servicer, including the obligation to make any Advance the nonpayment of which was a Servicer Event of Default. Any such action taken by the Securities Administrator must be prior to the distribution of the relevant Distribution Date. The Servicer being terminated as a result of an Event of Default shall bear all costs of a servicing transfer as set forth in the applicable Servicing Agreement. As set forth in the applicable Servicing Agreement, the Master Servicer and the Trustee shall be entitled to be reimbursed from the Servicer (or by the Trust Estate, if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the succeeding servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the succeeding servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefore, such reimbursement shall be an expense of the Trust and the Master Servicer and the Trustee, as applicable, shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to the terms hereof; provided that in accordance with the applicable Servicing Agreement the terminated Servicer shall reimburse the Trust for any such expense incurred by the Trust; and provided, further, that the Master Servicer (or Trustee, as applicable) shall decide whether and to what extent it is in the best interest of the Certificateholders to pursue any remedy against any party obligated to make such reimbursement. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which any Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a9.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.018.01, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institution, with a net worth of at least $25,000,000. In the event that the Master Servicer cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation Servicing Compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust Trust. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust this Agreement to institute any proceeding with respect to the Trust this Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee Securities Administrator written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee Securities Administrator to institute such proceeding in its own name and have offered to the Trustee Securities Administrator reasonable indemnity, and the Trustee Securities Administrator for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which any the Servicer may be terminated pursuant to the related Sale and Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 6651% of the Voting Rights, terminate such the Sale and Servicing Agreement. The Holders of Certificates evidencing at least 6651% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any the Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 6651% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Sale and Servicing Agreement or appoint another servicer to enter into such the Sale and Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a the Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 ninety (90) days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer servicer shall use commercially reasonable efforts to perform the duties of the terminated Servicer in its capacity as successor Servicerservicer. If the Master Servicer terminates a the Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such terminated Servicer under such the Sale and Servicing Agreement. Such successor Servicer servicer shall be a mortgage loan servicing institution, with with, except in the case of Avelo Mortgage L.L.C., or any successor in interest, a net worth of at least $25,000,000. In the event that the Master Servicer cannot appoint a substitute Servicerservicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer servicer meeting the foregoing requirements. In the event any the Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer shall serve as successor Servicer servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Sale and Servicing Agreement until another successor Servicer servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a the Servicer to purchase any Mortgage Loan from the Trust pursuant to any the Sale and Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such the Sale and Servicing Agreement. As compensation to the Master Servicer for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Sale and Servicing Agreement with such Servicer had not been terminated; provided, however, that the Master Servicer shall not be (a) liable for any acts or omissions of the terminated Servicer, (b) obligated to make Advances if it is prohibited from doing so under applicable law, (c) responsible for expenses of the terminated Servicer pursuant to the terms of the Sale and Servicing Agreement or (d) obligated to deposit losses on any Permitted Investments directed by the terminated Servicer. In no event shall the Master Servicer be deemed to have assumed the obligations of a the Servicer to purchase any Mortgage Loan from the Trust. Notwithstanding the foregoing, if a Servicer Event of Default shall occur and if the Servicer is to be terminated under this Section 7.01, the Master Servicer shall, by notice in writing to the Servicer, which may be delivered by telecopy, immediately terminate all of the rights and obligations of such Servicer thereafter arising under the Sale and Servicing Agreement, but without prejudice to any rights it may have as a Certificateholder or to reimbursement of Advances and other advances of its own funds, and the Master Servicer shall act as provided in this Section 7.01 to carry out the duties of such Servicer, including the obligation to make any Advance the nonpayment of which was a Servicer Event of Default. Any such action taken by the Master Servicer must be prior to the distribution of the relevant Distribution Date. The Servicer being terminated as a result of an Event of Default shall bear all costs of a servicing transfer as set forth in the Sale and Servicing Agreement. As set forth in the Sale and Servicing Agreement, the Master Servicer shall be entitled to be reimbursed from such Servicer (or by the Trust Estate, if such Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the succeeding servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the succeeding servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Trust and the Master Servicer shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to the terms hereof; provided that, in accordance with the Sale and Servicing Agreement, the terminated Servicer shall reimburse the Trust for any such expense incurred by the Trust; and provided, further, that the Master Servicer shall decide whether and to what extent it is in the best interest of the Certificateholders to pursue any remedy against any party obligated to make such reimbursement. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any the Sale and Servicing Agreement, Custodial Agreement or any the Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which the any Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-non consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such the Servicer under such Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institutioninstitution in good standing with Xxxxxx Xxx and Freddie Mac, with a net worth of at least $25,000,000. In the event that the Master Servicer cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which any Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 66% [66]% of the Voting Rights, terminate all of the rights and obligations of such Servicer, its capacity as Servicer, under the Servicing Agreement. The Holders of Certificates evidencing at least 66% [66]% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Upon receipt by a Servicer of notice of termination, the Master Servicer shall appoint a successor servicer acceptable to the Master Servicer and the Securities Administrator and such successor servicer shall succeed to all the responsibilities, duties and liabilities of such Servicer under the Servicing Agreement [(other than any obligation to repurchase any Mortgage Loan)] and will be entitled to similar compensation arrangements. There may be a transition period of not more than 90 days prior to the effective date of the servicing transfer to the successor Servicer; provided, however, that neither the Master Servicer nor the applicable terminated Servicer will be relieved of any of its responsibilities under the applicable Servicing Agreement or the Trust Agreement during such transition period. In the event the Master Servicer is unable to timely appoint a successor servicer, or if the holders of Certificates evidencing not less than 51% of the Voting Rights request in writing, the [Delaware] Trustee shall appoint or petition a court of competent jurisdiction for the appointment of a mortgage loan servicing institution, with a net worth of at least $25,000,000 to act as successor to the Servicer under such Servicing Agreement. Pending such appointment, the [[Delaware] Trustee] is obligated to act in such capacity. The Master Servicer and such successor may agree upon the servicing compensation to be paid, which in no event may be greater than the compensation to the terminated Servicer under such Servicing Agreement. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% [66]% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. The Master Servicer may, and upon direction of the Holders of Certificates evidencing no less than [66]% of the Voting Rights, shall, terminate a Servicer without cause subject to payment as liquidated damages of any termination fee set forth in the related Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a the Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination, and such successor servicer (or a third party on its behalf) pays such Servicer any amounts specified in the related Servicing Agreement. There may Any successor servicer appointed to service the related Mortgage Loans following such a termination shall be a transition period of not longer than 90 days prior an established mortgage loan servicing institution, must be reasonably acceptable to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall must be acceptable to each Rating Agency for purposes of maintaining its then current ratings of the Certificates, and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer must comply with any further requirements under such the related Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institution, with a net worth of at least $25,000,000. In [As set forth in the event that the Master Servicer cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such applicable Servicing Agreement. As compensation to the Master Servicer for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such be reimbursed from the Servicer would have been entitled (or by the Trust Estate, if the Servicing Agreement Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the succeeding servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the succeeding servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer had does not been terminated. In no event pay such reimbursement within 30 days of its receipt of an invoice therefore, such reimbursement shall be an expense of the Trust and the Master Servicer shall be deemed entitled to have assumed withdraw such reimbursement from amounts on deposit in the obligations of a Certificate Account pursuant to the terms hereof; provided that, in accordance with the applicable Servicing Agreement, the terminated Servicer to purchase any Mortgage Loan from shall reimburse the Trust for any such expense incurred by the Trust; and provided, further, that the Master Servicer shall decide whether and to what extent it is in the best interest of the Certificateholders to pursue any remedy against any party obligated to make such reimbursement.] [No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the [Delaware] Trustee written notice of default and unless the Certificateholders evidencing at least 25% [25]% of Voting Rights have made written request upon the [Delaware] Trustee to institute such proceeding in its own name and have offered to the [Delaware] Trustee reasonable indemnity, and the [Delaware] Trustee for 60 [30/60] days has neglected or refused to institute any such proceeding.]

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which any the Servicer may be terminated pursuant to the related any Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereof, Trustee may, and shall, at the upon direction of the Certificateholders holding 66evidencing not less than 51% of the Voting Rights, shall, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default Default) may waive such Servicer Event of Default; provided, however, that (a) a Servicer an Event of Default with respect to any Servicer’s 's obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, Trustee shall concurrently with such termination, termination either assume the duties of the terminated Servicer under the applicable enter into a substitute Servicing Agreement or appoint another servicer to enter into such a substitute Servicing Agreement. Notwithstanding the foregoing, the Master Servicer Trustee may not terminate a the Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination, and such successor servicer pays the Servicer the full amount of any liquidated damages required under the Servicing Agreement. There may In no event shall the liquidated damages be a transition period of not longer than 90 days prior to the effective date an expense of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor ServicerTrustee. If the Master Servicer Trustee terminates a Servicerany Servicing Agreement, the Master Servicer may name Trustee shall enter into a substitute Servicing Agreement with another mortgage loan service company and such mortgage loan service company shall be acceptable to each the Rating Agency and under which such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such the Servicer under such terminated Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institution, with a net worth of at least $25,000,000. In the event that the Master Servicer Trustee cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or terminationabove, then the Master Servicer Trustee shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer has been appointed and has accepted its appointmentAgreement. In However, in no event shall the Master Servicer Trustee be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer Trustee for any servicing obligations fulfilled or assumed by the Master ServicerTrustee, the Master Servicer Trustee shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust No Certificateholder, solely by virtue of such holder’s 's status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Sale Agreement, Servicing Agreement, Custodial Custody Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which any Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 ninety (90) days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer servicer shall use commercially reasonable efforts to perform the duties of the terminated Servicer in its capacity as successor Servicerservicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such terminated Servicer under such the related Servicing Agreement. Such successor Servicer servicer shall be a mortgage loan servicing institution, with except in the case of Avelo Mortgage L.L.C., or any successor in interest, a net worth of at least $25,000,000. In the event that the Master Servicer cannot appoint a substitute Servicerservicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer shall serve as successor Servicer servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the a Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such the related Servicing Agreement. As compensation to the Master Servicer for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated; provided, however, that the Master Servicer shall not be (a) liable for any acts or omissions of the terminated Servicer, (b) obligated to make Advances if it is prohibited from doing so under applicable law, (c) responsible for expenses of the terminated Servicer pursuant to the terms of the Servicing Agreement or (d) obligated to deposit losses on any Permitted Investments directed by the terminated Servicer. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust. Notwithstanding the foregoing, if a Servicer Event of Default shall occur and if the Servicer is to be terminated under this Section 7.01, the Master Servicer shall, by notice in writing to the applicable Servicer, which may be delivered by telecopy, immediately terminate all of the rights and obligations of such Servicer thereafter arising under the applicable Servicing Agreement, but without prejudice to any rights it may have as a Certificateholder or to reimbursement of Advances and other advances of its own funds, and the Master Servicer shall act as provided in this Section 7.01 to carry out the duties of such Servicer, including the obligation to make any Advance the nonpayment of which was a Servicer Event of Default. Any such action taken by the Master Servicer must be prior to the distribution of the relevant Distribution Date. The Servicer being terminated as a result of an Event of Default shall bear all costs of a servicing transfer as set forth in the applicable Servicing Agreement. As set forth in the applicable Servicing Agreement, the Master Servicer shall be entitled to be reimbursed from such Servicer (or by the Trust Estate, if such Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the succeeding servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the succeeding servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Trust and the Master Servicer shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to the terms hereof; provided that, in accordance with the applicable Servicing Agreement, the terminated Servicer shall reimburse the Trust for any such expense incurred by the Trust; and provided, further, that the Master Servicer shall decide whether and to what extent it is in the best interest of the Certificateholders to pursue any remedy against any party obligated to make such reimbursement. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding. If Xxxxx Fargo is the defaulting Servicer, then the Master Servicer shall appoint a successor servicer pursuant to this Section and shall not assume the duties of the terminated Servicer.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which any Servicer may be terminated pursuant to the related Servicing Agreement, the Master ServicerTrustee, in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master ServicerTrustee, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, neither the Master Servicer nor the Trustee may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer or the Trustee terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such Servicer under such Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institution, with a net worth of at least $25,000,000. In the event that the Master Servicer or the Trustee, as applicable, cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated. If the Master Servicer is unwilling or unable to serve as a successor Xxxxxxxx and has not appointed a successor Servicer, the holders of not less than 51% of the Voting Rights may request in writing that the Trustee appoint, or petition a court of competent jurisdiction to appoint, a mortgage loan servicer with a net worth of at least $25,000,000, as a successor servicer. Until such appointment becomes effective, the Trustee will act as the Servicer with respect to such terminated Servicing Agreement. In the event the Master Servicer resigns or is terminated and the Trustee has not appointed a successor master servicer (or no successor master servicer has accepted such appointment) prior to such resignation or termination, then the Trustee shall, in accordance with Section 8.02 hereof, serve as successor master servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by the Master Servicer under this Trust Agreement (including under any Servicing Agreement pursuant to which the Master Servicer was a successor servicer). However, in no event shall the Master Servicer or the Trustee be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which any Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 6651% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 6651% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 6651% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 ninety (90) days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer servicer shall use commercially reasonable efforts to perform the duties of the terminated Servicer in its capacity as successor Servicerservicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such terminated Servicer under such the related Servicing Agreement. Such successor Servicer servicer shall be a mortgage loan servicing institution, with with, except in the case of Avelo Mortgage L.L.C., or any successor in interest, a net worth of at least $25,000,000. In the event that the Master Servicer cannot appoint a substitute Servicerservicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer shall serve as successor Servicer servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the a Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such the related Servicing Agreement. As compensation to the Master Servicer for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated; provided, however, that the Master Servicer shall not be (a) liable for any acts or omissions of the terminated Servicer, (b) obligated to make Advances if it is prohibited from doing so under applicable law, (c) responsible for expenses of the terminated Servicer pursuant to the terms of the Servicing Agreement or (d) obligated to deposit losses on any Permitted Investments directed by the terminated Servicer. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust. Notwithstanding the foregoing, if a Servicer Event of Default shall occur and if the Servicer is to be terminated under this Section 7.01, the Master Servicer shall, by notice in writing to the applicable Servicer, which may be delivered by telecopy, immediately terminate all of the rights and obligations of such Servicer thereafter arising under the applicable Servicing Agreement, but without prejudice to any rights it may have as a Certificateholder or to reimbursement of Advances and other advances of its own funds, and the Master Servicer shall act as provided in this Section 7.01 to carry out the duties of such Servicer, including the obligation to make any Advance the nonpayment of which was a Servicer Event of Default. Any such action taken by the Master Servicer must be prior to the distribution of the relevant Distribution Date. The Servicer being terminated as a result of an Event of Default shall bear all costs of a servicing transfer as set forth in the applicable Servicing Agreement. As set forth in the applicable Servicing Agreement, the Master Servicer shall be entitled to be reimbursed from such Servicer (or by the Trust Estate, if such Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the succeeding servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the succeeding servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefor, such reimbursement shall be an expense of the Trust and the Master Servicer shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to the terms hereof; provided that, in accordance with the applicable Servicing Agreement, the terminated Servicer shall reimburse the Trust for any such expense incurred by the Trust; and provided, further, that the Master Servicer shall decide whether and to what extent it is in the best interest of the Certificateholders to pursue any remedy against any party obligated to make such reimbursement. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any Servicer Event of Default for which the any Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer, in accordance with Section 8.01(a) hereofSecurities Administrator, may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master ServicerSecurities Administrator, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer Securities Administrator may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such terminationcause. There may be a transition period of not longer than 90 days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer Securities Administrator terminates a Servicer, the Master Servicer Securities Administrator may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such the Servicer under such Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institutioninstitution in good standing with Xxxxxx Xxx and Freddie Mac, with a net worth of at least $25,000,000. In the event that the Master Servicer Securities Administrator cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer Securities Administrator has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer Securities Administrator shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer Securities Administrator for any servicing obligations fulfilled or assumed by the Master ServicerSecurities Administrator, the Master Servicer Securities Administrator shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated. In no event shall the Master Servicer Securities Administrator be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee Securities Administrator written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee Securities Administrator to institute such proceeding in its own name and have offered to the Trustee Securities Administrator reasonable indemnity, and the Trustee Securities Administrator for 60 days has neglected or refused to institute any such proceeding.

Termination and Substitution of Servicer. Upon the occurrence of any a Servicer Event of Default for which any a Servicer may be terminated pursuant to the related Servicing Agreement, the Master Servicer (or the Trustee with respect to Xxxxx Fargo Bank, N.A., as Servicer), in accordance with Section 8.01(a) hereof, may, and shall, at the direction of the Certificateholders holding 66% of the Voting Rights, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by a Servicer Event of Default may waive such Servicer Event of Default; provided, however, that (a) a Servicer Event of Default with respect to any Servicer’s obligation to make Monthly Advances may be waived only by all of the holders of the Certificates affected by such Servicer Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Master Servicer, at the direction of the Certificateholders holding 66% of the Voting Rights, shall, concurrently with such termination, either assume the duties of the terminated Servicer under the applicable Servicing Agreement or appoint another servicer to enter into such Servicing Agreement. Notwithstanding the foregoing, the Master Servicer may not terminate a Servicer without cause unless the Master Servicer or a successor servicer is appointed concurrently with such termination. There may be a transition period of not longer than 90 days prior to the effective date of the servicing transfer to the successor Servicer or Master Servicer, as applicable, provided, however, that during such transition period, the Master Servicer or successor Servicer shall use commercially reasonable efforts to perform the duties of the Servicer in its capacity as successor Servicer. If the Master Servicer terminates a Servicer, the Master Servicer may name another mortgage loan service company and such mortgage loan service company shall be acceptable to each Rating Agency and such mortgage loan service company shall assume, satisfy, perform and carry out all liabilities, duties, responsibilities and obligations that are to be, or otherwise were to have been, satisfied, performed and carried out by such the Servicer under such Servicing Agreement. Such successor Servicer shall be a mortgage loan servicing institutioninstitution in good standing with Xxxxxx Xxx and Freddie Mac, with a net worth of at least $25,000,000. In the event that the Master Servicer cannot appoint a substitute Servicer, it shall petition a court of competent jurisdiction for the appointment of a substitute Servicer meeting the foregoing requirements. In the event any Servicer resigns or is terminated as provided above and the Master Servicer has not appointed a successor servicer (or no successor servicer has accepted such appointment) prior to the effective date of such resignation or termination, then the Master Servicer (or Trustee, if such Servicer is Xxxxx Fargo Bank, N.A.) shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement until another successor Servicer servicer has been appointed and has accepted its appointment. In no event shall the Master Servicer (or Trustee, if applicable) be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement or any obligations of the Servicer which were incurred thereunder prior to the date the Master Servicer assumes the obligations of the Servicer under such Servicing Agreement. As compensation to the Master Servicer (or Trustee as applicable) for any servicing obligations fulfilled or assumed by the Master Servicer, the Master Servicer shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated; provided, however, that the Master Servicer (and the Trustee, if applicable) shall not be (i) liable for any acts or omissions of the Servicer, (ii) obligated to make Advances if it is prohibited from doing so under applicable law, (iii) responsible for expenses of the Servicer pursuant to the terms of the applicable Servicing Agreement or (iv) obligated to deposit losses on any Permitted Investment directed by the Servicer. In no event shall the Master Servicer or Trustee be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement. Notwithstanding the foregoing, if a Servicer Event of Default shall occur, the Master Servicer (or the Trustee if the defaulting Servicer is Xxxxx Fargo Bank, N.A.) shall, by notice in writing to the applicable Servicer, which may be delivered by telecopy, immediately terminate all of the rights and obligations of the Servicer thereafter arising under the applicable Servicing Agreement, but without prejudice to any rights it may have as a Certificateholder or to reimbursement of Advances and other advances of its own funds, and the Master Servicer (or Trustee, as applicable) shall act as provided in this Section 7.01 to carry out the duties of the Servicer, including the obligation to make any Advance the nonpayment of which was a Servicer Event of Default. Any such action taken by the Securities Administrator must be prior to the distribution of the relevant Distribution Date. The Servicer being terminated as a result of an Event of Default shall bear all costs of a servicing transfer as set forth in the applicable Servicing Agreement. As set forth in the applicable Servicing Agreement, the Master Servicer and the Trustee shall be entitled to be reimbursed from the Servicer (or by the Trust Fund, if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor Servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the succeeding servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the succeeding servicer to service the Mortgage Loans properly and effectively. If the terminated Servicer does not pay such reimbursement within thirty (30) days of its receipt of an invoice therefore, such reimbursement shall be an expense of the Trust and the Master Servicer and the Trustee, as applicable, shall be entitled to withdraw such reimbursement from amounts on deposit in the Certificate Account pursuant to the terms hereof; provided that in accordance with the applicable Servicing Agreement the terminated Servicer shall reimburse the Trust for any such expense incurred by the Trust; and provided, further, that the Master Servicer (or Trustee, as applicable) shall decide whether and to what extent it is in the best interest of the Certificateholders to pursue any remedy against any party obligated to make such reimbursement. No Certificateholder, solely by virtue of such holder’s status as a Certificateholder, will have any right under the Trust Agreement to institute any proceeding with respect to the Trust Agreement or any Servicing Agreement, Custodial Agreement or any Assignment Agreement, unless such holder previously has given to the Trustee written notice of default and unless the Certificateholders evidencing at least 25% of Voting Rights have made written request upon the Trustee to institute such proceeding in its own name and have offered to the Trustee reasonable indemnity, and the Trustee for 60 days has neglected or refused to institute any such proceeding.